HANCOCK JOHN INVESTMENT TRUST III
497, 1997-09-25
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[LOGO] JOHN HANCOCK FUNDS
       A Global Investment Management Firm                    September 22, 1997
    


Dear Fellow Shareholder:

I am writing to ask for your vote on an  important  matter that will affect your
investment in the John Hancock Global Marketplace Fund.

Although your Fund has offered an intriguing opportunity to capitalize on global
consumer  spending  trends,  your Fund's  Board of Trustees  believes the retail
sector  does  not  offer  the  diversity  found in  other  industries,  and that
considerable  volatility  could  result  from  your  Fund's  highly  specialized
investment focus. Accordingly,  your Fund's Trustees are recommending the merger
of your Fund into the John Hancock Global Fund, a fund with a broader investment
approach.  The Global Fund offers you the  opportunity  to participate in a wide
range of foreign and domestic  investment  opportunities,  including  the global
retail  sector.  The Global Fund also offers you a more  consistent  performance
record,  as well as a larger asset base,  that can help protect your  investment
through greater diversification.

This  proposed  merger has been  unanimously  approved by your  Fund's  Board of
Trustees,  who believe it will  benefit you and your  fellow  shareholders.  The
proposed  merger is detailed in the enclosed  proxy  statement and summarized in
the  questions  and  answers  on the  following  page.  I suggest  you read both
thoroughly before voting.

Your Vote Makes a Difference!
No matter what the size of your investment may be, your vote is critical. I urge
you to review  the  enclosed  materials  and to  complete,  sign and  return the
enclosed proxy ballot to us  immediately.  Your prompt  response will help avoid
the need for additional  mailings at your Fund's expense.  For your convenience,
we have provided a postage-paid envelope.

   
If you have any questions or need  additional  information,  please contact your
investment   professional  or  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. I thank you for your prompt vote on this matter.
    



                                                     Sincerely,

                                                     /s/ Edward J. Boudreau, Jr.

                                                     Edward J. Boudreau, Jr.
                                                     Chairman and CEO

<PAGE>

Q: What are the benefits of merging the Global  Marketplace Fund into the Global
Fund?

A: Although both funds seek long-term capital appreciation,  the Global Fund has
a much wider  investment  scope.  As you know,  the Global  Marketplace  Fund is
primarily  limited  to  investments  in retail  companies  or  related  consumer
businesses.  The Global Fund, on the other hand,  invests in stocks of companies
from a wide range of industries including retail and consumer  businesses.  As a
Global Fund  shareholder,  you can continue to  participate in the global retail
sector while opening your portfolio to a broad range of  opportunities  in other
industries.  This  diversification will also make your investment less dependent
upon the success of the retail sector.

Q: What is the Global Fund's strategy?

A: The Global Fund seeks long-term  capital  appreciation by investing in stocks
of large,  medium and small companies in the U.S. and abroad that the management
team  believes  have  above-average  earnings  growth  potential.  The Fund will
continue  to  invest a  portion  of its  assets in  retail  stocks,  seeking  to
capitalize on a global trend of rising consumption.

Q: Who manages the Global Fund?

A: The Global  Fund is  managed by our  international  investment  team,  led by
portfolio  managers Miren Etcheverry,  Gerardo J. Espinoza and John L. F. Wills,
who average 22 years of international  investment experience.  Our international
team  includes  analytical  staff from eight  different  countries  speaking  12
foreign languages fluently.  With offices in the U.S., Europe and Asia, our team
studies companies and economies  first-hand,  seeking the best  opportunities in
countries with the greatest potential for growth and stability.

<PAGE>

Q: How has the Global Fund performed?

   
A: Although past performance does not necessarily  guarantee future results, the
Global Fund has been a steady  performer over the years. Its Class B shares have
posted  average  annual total returns of 12.94% over the past year,  11.74% over
the past five years and 7.72% over the past ten years at public  offering  price
as of June 30,  1997.  The Fund's  Class A shares have posted an average  annual
return of 12.86% over the past year,  11.53% over the past five years and 10.34%
since  inception  on January 3, 1992.* To review the Global Fund in more detail,
please refer to the John Hancock  International/Global  Funds prospectus and the
Global  Fund's  most  recent  annual and  semiannual  reports,  all of which are
enclosed.
    

Q: How do I vote?

A: Most  shareholders  typically vote by  completing,  signing and returning the
enclosed proxy card using the postage-paid  envelope provided.  If you prefer to
vote in person, you are cordially invited to attend a meeting of shareholders of
your  Fund,  which will be held at 9:00 A.M.  on  November  12,  1997 at our 101
Huntington Avenue  headquarters in Boston,  Massachusetts.  If you vote now, you
will help avoid further solicitations at your Fund's expense.

Q: How will the merger happen?

A: If the merger is  approved,  your  Global  Marketplace  Fund  shares  will be
converted to Global Fund shares,  using the Funds' net asset value share prices,
excluding  sales charges,  as of the close of trading on December 5, 1997.  This
conversion will not affect the total dollar value of your investment.

Q: Will the merger have tax consequences?

A:  Although  taxable  dividends  and  capital  gains  will be paid prior to the
merger,  the  merger  itself  is a  non-taxable  event  and  does not need to be
reported on your 1997 tax return.


*Performance  figures  assume all  distributions  are  reinvested  and reflect a
maximum  sales  charge  on Class A shares  of 5% and the  applicable  contingent
deferred  sales charge on Class B shares.  The CDSC  declines  annually  between
years 1-6  according  to the  following  schedule:  5, 4, 3, 3, 2, 1% . No sales
charge will be assessed after the sixth year. The return and principal  value of
any mutual fund investment will fluctuate, so that shares, when redeemed, may be
worth more or less than their original cost.

<PAGE>


                      JOHN HANCOCK GLOBAL MARKETPLACE FUND
                     (a series of John Hancock World Fund)
                             101 Huntington Avenue
                                Boston, MA 02199

                       NOTICE OF MEETING OF SHAREHOLDERS
                        SCHEDULED FOR NOVEMBER 12, 1997

This is the formal agenda for your fund's shareholder meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.

To the shareholders of John Hancock Global Marketplace Fund:

A meeting of  shareholders  of your fund will be held at 101 Huntington  Avenue,
Boston, Massachusetts on Wednesday, November 12, 1997 at 9:00 a.m., Eastern
Time, to consider the following:

1.       A proposal to approve an Agreement and Plan of  Reorganization  between
         your fund and John Hancock Global Fund.  Under this Agreement your fund
         would  transfer all of its assets to Global Fund in exchange for shares
         of Global Fund.  These shares would be distributed  proportionately  to
         you and the other  shareholders  of your fund.  Global  Fund would also
         assume your fund's liabilities.  Your board of trustees recommends that
         you vote FOR this proposal.

2.       Any other business that may properly come before the meeting.

Shareholders  of record as of the close of  business on  September  17, 1997 are
entitled to vote at the meeting and any related follow-up meetings.

Whether or not you expect to attend the meeting,  please complete and return the
enclosed  proxy  card.  Please  take a few minutes to vote now and help save the
cost of additional solicitations.

                                    By order of the board of trustees,
                                    Susan S. Newton
                                    Secretary
September 22, 1997
300PX 9/97

<PAGE>

                               PROXY STATEMENT OF
                      JOHN HANCOCK GLOBAL MARKETPLACE FUND
                     (a series of John Hancock World Fund)

                                 PROSPECTUS FOR
                         CLASS A AND CLASS B SHARES OF
                            JOHN HANCOCK GLOBAL FUND
                (a series of John Hancock Investment Trust III)

This proxy  statement and prospectus  contains the  information  you should know
before  voting on the  proposed  reorganization  of your fund into John  Hancock
Global Fund. Please read it carefully and retain it for future reference.

How the Reorganization Will Work

         o        Your fund will transfer all of its assets to Global Fund.
                  Global Fund will assume your fund's liabilities.

         o        Global Fund will issue to your fund Class A shares in an
                  amount equal to the value of your fund's Class A shares. These
                  shares will be distributed to your fund's Class A shareholders
                  in proportion to their holdings on the reorganization date.

         o        Global Fund will issue to your fund Class B shares in an
                  amount equal to the value of your fund's Class B shares. These
                  shares will be distributed to your fund's Class B shareholders
                  in proportion to their holdings on the reorganization date.

         o        The reorganization will be tax-free.

         o        Your fund will be liquidated and you will end up as a
                  shareholder of Global Fund.

Shares of Global  Fund are not  deposits or  obligations  of, or  guaranteed  or
endorsed  by, any bank or other  depository  institution.  These  shares are not
federally  insured by the Federal  Deposit  Insurance  Corporation,  the Federal
Reserve Board or any other government agency.

Shares of Global Fund have not been approved or  disapproved  by the  Securities
and Exchange  Commission.  The Securities and Exchange Commission has not passed
upon the  accuracy or adequacy of this  prospectus.  Any  representation  to the
contrary is a criminal offense.

                                       2

<PAGE>

Why Your Fund's Trustees are Recommending the Reorganization

The trustees of your fund believe that reorganizing your fund into a larger fund
with similar  investment  policies would enable the shareholders of your fund to
benefit from increased diversification, the ability to achieve better net prices
on  securities  trades and  economies of scale that could  contribute to a lower
expense ratio.  Therefore,  the trustees recommend that your fund's shareholders
vote FOR the reorganization.

- --------------------------------------------------------------------------------
Investment Objectives
- ------------------- ------------------------------ -----------------------------
                         Global Marketplace                   Global
- ------------------- ------------------------------ -----------------------------
Investment          Long-term capital              Long-term growth of capital.
objective.          appreciation.
- ------------------- ------------------------------ -----------------------------

- --------------------------------------------------------------------------------
Where to Get More Information
- ----------------------------------------- --------------------------------------
Prospectus of your fund and Global Fund   In the same envelope as this proxy
dated 3/1/97.                             statement and prospectus.
                                          Incorporated by reference into this
                                          proxy statement and
                                          prospectus.
- -----------------------------------------
Global Fund's annual and semi- 
annual reports to shareholders.
- ----------------------------------------- --------------------------------------
Your fund's annual and semi-annual        On file with the Securities and
reports to shareholders.                  Exchange Commission ("SEC") and
                                          available at no charge by calling
                                          1-800-225-5291.  Incorporated by
                                          reference into this proxy statement
                                          and prospectus.
- -----------------------------------------
A statement of additional information
dated 9/22/97.  It contains additional
information about your fund and Global
Fund.
- ----------------------------------------- --------------------------------------
To ask questions about this proxy         Call our toll-free telephone
statement and prospectus.                 number: 1-800-225-5291
- ----------------------------------------- --------------------------------------


The date of this proxy statement and prospectus is September 22, 1997.


                                       3
<PAGE>

TABLE OF CONTENTS

                                                                           Page

INTRODUCTION                                                                5
SUMMARY                                                                     5
INVESTMENT RISKS                                                            17
PROPOSAL TO APPROVE AGREEMENT
 AND PLAN OF REORGANIZATION                                                 18
CAPITALIZATION                                                              25
ADDITIONAL INFORMATION ABOUT
 THE FUNDS' BUSINESSES                                                      26
BOARDS' EVALUATION AND RECOMMENDATION                                       26
VOTING RIGHTS AND REQUIRED VOTE                                             27
INFORMATION CONCERNING THE MEETING                                          28
OWNERSHIP OF SHARES OF THE FUNDS                                            30
EXPERTS                                                                     31
AVAILABLE INFORMATION                                                       31

                                    EXHIBITS

A -      Agreement and Plan of Reorganization between John Hancock Global
         Marketplace Fund and John Hancock Global Fund (attached to this
         document).












                                       4
<PAGE>

                                  INTRODUCTION

This proxy  statement  and  prospectus is being used by the board of trustees of
your fund to solicit proxies to be voted at a special meeting of shareholders of
your  fund.  This  meeting  will  be  held  at 101  Huntington  Avenue,  Boston,
Massachusetts  on Wednesday,  November 12, 1997 at 9:00 a.m.,  Eastern Time. The
purpose of the  meeting is to consider a proposal  to approve an  Agreement  and
Plan of Reorganization  providing for the  reorganization of your fund into John
Hancock Global Fund. This proxy statement and prospectus is being mailed to your
fund's shareholders on or about September 22, 1997.

Who is Eligible to Vote?

Shareholders  of record on September 17, 1997 are entitled to attend and vote at
the meeting or any adjourned meeting. Each share is entitled to one vote. Shares
represented  by  properly  executed  proxies,  unless  revoked  before or at the
meeting,  will be voted according to shareholders'  instructions.  If you sign a
proxy,  but do not fill in a vote,  your  shares  will be voted to  approve  the
Agreement and Plan of  Reorganization.  If any other  business  comes before the
meeting,  your shares will be voted at the  discretion  of the persons  named as
proxies.

SUMMARY

The following is a summary of more complete information  appearing later in this
proxy statement.  You should read the entire proxy statement,  Exhibit A and the
enclosed  documents  carefully  because they contain details that are not in the
summary.








                                       5
<PAGE>

Comparison of Global Marketplace Fund to Global Fund

- ------------------- ------------------------------ -----------------------------
                         Global Marketplace                   Global
- ------------------- ------------------------------ -----------------------------
Business:           Your fund is a diversified     Global Fund is a diversified
                    series of John Hancock World   series of John Hancock
                    Fund. The trust is an          Investment Trust III.  The
                    open-end investment company    trust is an open-end
                    organized as a Massachusetts   investment company organized
                    business trust.                as a Massachusetts business
                                                   trust.
- ------------------- ------------------------------ -----------------------------
Net assets as of    $51.5 million.                 $123.8 million.
April 30, 1997:
- ------------------- ------------------------------ -----------------------------
Investment          The Fund's investment          The Fund's investment
adviser and         adviser is John Hancock        adviser is John Hancock
portfolio           Advisers, Inc.  Bernice S.     Advisers, Inc. Miren
managers:           Behar, CFA, has led your       Etcheverry, John L.F. Wills
                    fund's portfolio management    and Gerardo J. Espinoza lead
                    team since the Fund's          Global Fund's portfolio
                    inception in September         management team.
                    1994.  Ms. Behar is a senior   Ms. Etcheverry and
                    vice president of the          Mr. Espinoza are senior vice
                    adviser. Ms. Behar joined      presidents, joined John
                    the adviser in 1991 and has    Hancock Funds in December
                    been in the investment         1996, and have been in the
                    business since 1986.           investment business since
                                                   1978 and 1979,
                                                   respectively.  Mr. Wills is
                                                   a senior vice president of
                                                   the adviser and managing
                                                   director of the subadviser,
                                                   John Hancock Advisers
                                                   International.  Mr. Wills
                                                   joined John Hancock Funds in
                                                   1987 and has been in the
                                                   investment business since
                                                   1969.
- ------------------- ------------------------------ -----------------------------



                                       6
<PAGE>

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------
                        Global Marketplace                   Global
- --------------------------------------------------------------------------------
Investment        Long-term capital              Long-term growth of capital
objective:        appreciation.  This objective  primarily through investment
                  cannot be changed without      in common stocks of companies
                  shareholder approval.          domiciled in foreign
                                                 countries and in the U.S.
                                                 Global Fund's objective
                                                 cannot be changed without
                                                 shareholder approval.
- --------------------------------------------------------------------------------
Primary           At least 65% of assets in      At least 65% of assets in
investments:      common stocks, warrants,       common stocks and convertible
                  preferred stocks and           securities of U.S. and
                  convertible debt securities    foreign companies, but Global
                  of U.S. and foreign companies  Fund may invest in virtually
                  that merchandise goods and     any type of security, foreign
                  services to consumers or to    or domestic, including
                  consumer companies. Your fund  preferred and convertible
                  looks for companies of any     securities, warrants and
                  size that appear to possess a  investment-grade debt
                  competitive advantage, such    securities.  Global Fund
                  as a unique product or         expects to invest in the
                  distribution method, new       securities markets of at
                  technologies or innovative     least three countries at any
                  marketing or sales methods.    one time, potentially
                  Your fund expects to invest    including the U.S.
                  in the securities markets of
                  at least three countries at
                  any one time, potentially
                  including the U.S.
- --------------------------------------------------------------------------------
Investments in    For liquidity and flexibility, both funds may place up to
debt              35% of assets in cash or investment grade short-term
securities:       securities.  In abnormal market conditions, both funds may
                  invest up to 100% in these securities as a defensive tactic.
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Foreign           Your fund may invest up to     Global Fund may invest up to
debt securities:  35% of assets in debt          5% of assets in debt
                  securities issued by foreign   securities issued by foreign
                  governments or foreign         governments or foreign
                  companies.  No more than 25%   companies.
                  of your fund's assets will be
                  invested in the securities of
                  any one foreign government.
- --------------------------------------------------------------------------------


                                       7
<PAGE>

- --------------------------------------------------------------------------------
                       INVESTMENT OBJECTIVES AND POLICIES
- ------------------- ------------------------------ -----------------------------
                         Global Marketplace                   Global
- ------------------- ------------------------------ -----------------------------
Illiquid            Both funds may invest up to 15% of net assets in illiquid
securities:         securities.  This limitation does not apply to liquid Rule
                    144A securities, but does apply to other restricted
                    securities.
- ------------------- ------------------------------------------------------------
Financial  futures  Both  funds may use  financial  futures  and  options on and
related futures. Both funds may also, but typically do not, use options; options
options on securities  and indices.  There are no  percentage on securities  and
limits on the amount of fund  assets  that may be  invested  in  indices:  these
instruments.
- ------------------- ------------------------------------------------------------
Structured          Both funds may invest without limitation in structured
securities:         securities.
- ------------------- ------------------------------------------------------------
Currency            Both funds may enter into currency contracts for hedging
contracts:          purposes.  Both funds may, but typically do not, enter into
                    currency contracts for speculative purposes.
- ------------------- ------------------------------------------------------------
Currency            trading: Both funds may trade foreign currencies directly or
                    hold foreign currencies as assets.
- ------------------- ------------------------------------------------------------
Asset-backed and    Both funds may, but typically  do not, invest in asset-
mortgage-backed     backed or mortgage-backed securities.
securities:
- ------------------- ------------------------------ -----------------------------
Short sales:        Your fund may,  but  typically  Global  Fund may not engage 
                    does not, engage in short       in short sales. 
                    sales.
- ------------------- ------------------------------------------------------------
When-issued and     Both funds may purchase when-issued securities and purchase
forward             or sell securities in forward commitment transactions.
commitment
transactions:
- ------------------- ------------------------------------------------------------
Short-term          Neither fund is subject to any limitations on short- term
trading:            trading.
- ------------------- ------------------------------------------------------------
Repurchase          Both funds may invest without limitation in repurchase
agreements:         agreements.
- ------------------- ------------------------------ -----------------------------
Securities          Your fund may lend portfolio   Global Fund may lend
lending:            securities representing up     portfolio securities
                    to 33.3% of assets.            representing up to 10% of
                                                   assets.
- ------------------- ------------------------------ -----------------------------

                                       8
<PAGE>

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- ------------------- ------------------------------ -----------------------------
                         Global Marketplace                   Global
- ------------------- ------------------------------ -----------------------------
Borrowing and       Your fund may temporarily      Global Fund may temp-
reverse             borrow from banks or through   orarily borrow from banks or
repurchase          reverse repurchase             through reverse repurchase
agreements:         agreements for extraordinary   agreements for extraordinary
                    or emergency purposes. These   or emergency purposes. These
                    borrowings may not exceed      borrowings may not exceed
                    33.3% of assets.               10% of assets.
- ------------------- ------------------------------ -----------------------------

- --------------------------------------------------------------------------------
CLASSES OF SHARES
- ------------------- ------------------------------------------------------------
                              Both Global Marketplace and Global Funds
- ------------------- ------------------------------------------------------------
Class A shares:     The Class A shares of both funds have the same
                    characteristics and fee structure. Class A shares are
                    offered with front-end sales charges ranging from 2% to 5%
                    of each fund's offering price, depending on the amount
                    invested. There is no front-end sales charge for investments
                    of $1 million or more, but there is a contingent deferred
                    sales charge ranging from 0.25% to 1.00% on shares sold
                    within one year of purchase. Investors can combine multiple
                    purchases of Class A shares to take advantage of breakpoints
                    in the sales charge schedule. Sales charges are waived for
                    the categories of investors listed in the funds' prospectus.
                    Class A shares are subject to a 12b-1 distribution fee equal
                    to 0.30% annually of average net assets.
- ------------------- ------------------------------------------------------------









                                       9

<PAGE>

- ------------------- ------------------------------------------------------------
Class B shares:     The Class B shares of both funds have the same
                    characteristics and fee structure. Class B shares are
                    offered without a front-end sales charge, but are subject to
                    a contingent deferred sales charge (CDSC) if sold within six
                    years after purchase. The CDSC ranges from 1.00% to 5.00%
                    depending on how long they are held. No CDSC is imposed on
                    shares held more than six years. CDSCs are waived for the
                    categories of investors listed in the funds' prospectus.
                    Class B shares are subject to 12b-1 distribution and service
                    fees equal to 1.00% annually of average net assets. Class B
                    shares automatically convert to Class A shares after eight
                    years.
- --------------------------------------------------------------------------------
BUYING, SELLING AND EXCHANGING SHARES
- ------------------- ------------------------------------------------------------
                              Both Global Marketplace and Global Funds
- ------------------- ------------------------------------------------------------
Buying shares:      The procedures for buying shares of both funds are
                    identical.  Investors may buy shares at their public
                    offering price through a financial representative or the
                    funds' transfer agent, John Hancock Signature Services,
                    Inc.  After September 17, 1997, investors will not be
                    allowed to open new accounts in your fund but can add to
                    existing accounts.
- ------------------- ------------------------------------------------------------
Minimum initial     The funds have the same initial investment minimums, which
investments:        are $1,000 for non-retirement accounts and $250 for
                    retirement accounts and group investments.
- ------------------- ------------------------------------------------------------
Exchanging shares:  Shareholders of both funds may exchange their shares at net
                    asset value with no sales charge for shares of the same
                    class of any other John Hancock fund.
- ------------------- ------------------------------------------------------------
Selling shares:     Shareholders of both funds may sell their shares by
                    submitting  a proper  written or  telephone  request to John
                    Hancock Signature Services, Inc.
- ------------------- ------------------------------------------------------------
Net asset  value:   All purchases, exchanges and sales of each fund's shares are
                    made at a price based on the next determined net asset value
                    per share (NAV) of the fund. Both funds' NAVs are determined
                    at the close of regular trading on the New York Stock
                    Exchange, which is normally 4:00 p.m. Eastern Time.
- ------------------- ------------------------------------------------------------




                                       10
<PAGE>

The Funds' Expenses

Shareholders of both funds pay various expenses,  either directly or indirectly.
The first two expense  tables  appearing  below show the expenses for the twelve
months ended April 30, 1997,  adjusted to reflect any changes.  Future  expenses
may be greater or less.  The examples  contained in each expense table show what
you would pay if you invested  $1,000 over the various  time periods  indicated.
Each example  assumes that you  reinvested  all  dividends  and that the average
annual return was 5%. The examples are for comparison  purposes only and are not
a  representation  of either fund's actual  expenses or returns,  either past or
future.

Global Marketplace Fund
   Shareholder transaction expenses                          Class A    Class B
   Maximum sales charge imposed on purchases
   (as a percentage of offering price)                       5.00%      none
   Maximum sales charge imposed on
   reinvested dividends                                      none       none
   Maximum deferred sales charge                             none(1)    5.00%
   Redemption fee(2)                                         none       none
   Exchange fee                                              none       none

   Annual fund operating expenses
   (as a % of average net assets)                            Class A    Class B
   Management fee (after expense limitation)(3)              0.54%      0.54%
   12b-1 fee(4)                                              0.30%      1.00%
   Other expenses                                            0.77%      0.77%
   Total fund operating expenses
   (after expense limitation)(3)                             1.61%      2.31%

Example
   Share class                         Year 1     Year 3     Year 5     Year 10
   Class A shares                      $66        $98        $133       $232
   Class B shares
   Assuming redemption
   at end of period                    $73        $102       $144       $247
   Assuming no redemption              $23        $72        $124       $247

(1)      Except for investments of $1 million or more.
(2)      Does not include wire redemption fee (currently $4.00).
(3)      Reflects the adviser's voluntary agreement to limit expenses (except
         for  12b-1 and  transfer  agent  expenses).  Without  this  limitation,
         management  fees would be 0.80% for each class and total fund operating
         expenses  would be 1.87% for Class A and 2.57% for Class B. The adviser
         may discontinue this limitation at any time.
(4)      Because of the 12b-1 fee, long-term  shareholders may pay more than the
         equivalent of the maximum permitted front-end sales charge.

                                       11
<PAGE>

Global Fund
   Shareholder transaction expenses                          Class A    Class B
   Maximum sales charge imposed on purchases
   (as a percentage of offering price)                       5.00%      none
   Maximum sales charge imposed on
   reinvested dividends                                      none       none
   Maximum deferred sales charge                             none(1)    5.00%
   Redemption fee(2)                                         none       none
   Exchange fee                                              none       none

   Annual fund operating expenses                            Class A    Class B
   (as a % of average net assets)
   Management fee                                            0.96%      0.96%
   12b-1 fee(4)                                              0.30%      1.00%
   Other expenses                                            0.62%      0.62%
   Total fund operating expenses                             1.88%      2.58%

Example
   Share class                         Year 1     Year 3     Year 5     Year 10
   Class A shares                      $68        $106       $147       $259
   Class B shares
   Assuming redemption
   at end of period                    $76        $110       $157       $274
   Assuming no redemption              $26        $80        $137       $274

(1)      Except for investments of $1 million or more.
(2)      Does not include wire redemption fee (currently $4.00).
(3)      Reflects the adviser's voluntary agreement to limit expenses (except
         for  12b-1 and  transfer  agent  expenses).  Without  this  limitation,
         management  fees would be 0.80% for each class and total fund operating
         expenses  would be 1.87% for Class A and 2.57% for Class B. The adviser
         may discontinue this limitation at any time.
(4)      Because of the 12b-1 fee, long-term  shareholders may pay more than the
         equivalent of the maximum permitted front-end sales charge.

Pro Forma Expense Table

The next expense table shows the  hypothetical  ("pro forma") expenses of Global
Fund assuming that a  reorganization  with your fund occurred on April 30, 1997.
The expenses shown in the table are based on fees and expenses  incurred  during
the twelve months ended April 30, 1997.  Global Fund's actual expenses after the
reorganization may be greater or less than those shown. The example contained in
the pro forma expense  table shows what you would pay on a $1,000  investment if
the  reorganization had occurred on April 30, 1997. The example assumes that you
reinvested  all  dividends  and that the average  annual  return was 5%. The pro

                                       12

<PAGE>

forma example is for  comparison  purposes only and is not a  representation  of
Global Fund's actual expenses or returns, either past or future.

Global Fund (PRO FORMA)
(Assuming reorganization with Global Marketplace Fund)
   Shareholder transaction expenses                          Class A    Class B
   Maximum sales charge imposed on purchases
   (as a percentage of offering price)                       5.00%      none
   Maximum sales charge imposed on
   reinvested dividends                                      none       none
   Maximum deferred sales charge                             none(1)    5.00%
   Redemption fee(2)                                         none       none
   Exchange fee                                              none       none

   Annual fund operating expenses                            Class A    Class B
   (as a % of average net assets)
   Management fee(3)                                         0.86%      0.86%
   12b-1 fee(4)                                              0.30%      1.00%
   Other expenses                                            0.61%      0.61%
   Total fund operating expenses                             1.77%      2.47%

Pro Forma Example
   Share class                         Year 1     Year 3     Year 5     Year 10
   Class A shares                      $67        $103       $141       $248
   Class B shares
   Assuming redemption
   at end of period                    $75        $107       $152       $263
   Assuming no redemption              $25        $77        $132       $263

(1)      Except for investments of $1 million or more.
(2)      Does not include wire redemption fee (currently $4.00).
(3)      On September 9, 1997, the trustees of Global Fund approved a
         reduction  in the advisory fee rates paid by Global Fund to take effect
         on the reorganization  date. The pro forma management fees in the table
         have been restated to reflect the lower fee rates.
(4)      Because of the 12b-1 fee, long-term  shareholders may pay more than the
         equivalent of the maximum permitted front-end sales charge.



                                       13
<PAGE>

The Reorganization

         o        The reorganization is scheduled to occur at 5:00 p.m., Eastern
                  Time, on December 5, 1997, but may occur on any later date
                  before June 1, 1998. Your fund will transfer all of its assets
                  to Global Fund. Global Fund will assume your fund's
                  liabilities. The net asset value of both funds will be
                  computed as of 5:00 p.m., Eastern Time, on the reorganization
                  date.

         o        Global Fund will issue to your fund Class A shares in an
                  amount equal to the aggregate net asset value of your fund's
                  Class A shares. These shares will immediately be distributed
                  to your fund's Class A shareholders in proportion to their
                  holdings on the reorganization date. As a result, Class A
                  shareholders of your fund will end up as Class A shareholders
                  of Global Fund.

         o        Global Fund will issue to your fund Class B shares in an
                  amount equal to the aggregate net asset value of your fund's
                  Class B shares. These shares will immediately be distributed
                  to your fund's Class B shareholders in proportion to their
                  holdings on the reorganization date. As a result, Class B
                  shareholders of your fund will end up as Class B shareholders
                  of Global Fund.

         o        After the reorganization is over, your fund will be
                  terminated.

         o        The reorganization will be tax-free and will not take place
                  unless both funds receive a satisfactory opinion concerning
                  the tax consequences of the reorganization from Hale and Dorr
                  LLP, counsel to the funds.





                                       14
<PAGE>

Other Consequences of the  Reorganization.  Your fund pays, and Global Fund will
pay after the  reorganization,  monthly  advisory  fees  equal to the  following
annual percentage of average daily net assets:

- ---------------------------------------------- ---------------- ----------------
                 Fund Asset
                 Breakpoints                       Global            Global
                                                 Marketplace
- ---------------------------------------------- ---------------- ----------------
First $100 million                                  0.80%            0.90%
- ---------------------------------------------- ---------------- ----------------
Next $150 million                                   0.80%            0.80%
- ---------------------------------------------- ---------------- ----------------
Next $50 million                                    0.70%            0.80%
- ---------------------------------------------- ---------------- ----------------
Next $200 million                                   0.70%            0.75%
- ---------------------------------------------- ---------------- ----------------
Over $500 million                                   0.70%            0.625%
- ---------------------------------------------- ---------------- ----------------

Thus,  at asset  levels of up to $100  million,  the  advisory fee rates paid by
Global Fund would be 0.10% of assets  higher than the rates that would have been
paid by your fund at the same asset levels. At asset levels between $100 million
and $250 million, the advisory fee rates paid by your fund and Global Fund would
be the same. At asset levels between $250 million and $300 million, the advisory
fee rates  paid by Global  Fund would be 0.10% of assets  higher  than the rates
that would have been paid by your fund. At asset levels between $300 million and
$500 million,  that differential  drops to 0.05% of assets. For assets over $500
million  Global Fund would pay an advisory  fee rate that would be 0.075%  lower
than the rate your fund would pay.

Your fund's  historical  growth  pattern  suggests  that its asset size probably
would not have  increased  significantly  in the near  future to qualify for the
0.70% fee rate.  Global  Fund is already of  sufficient  size to qualify for the
0.80%  fee rate on  assets  over  $100  million,  which is the  rate  your  fund
currently  pays.  Combining  the assets of your fund and Global Fund will enable
Global Fund to more quickly reach the next fee reduction breakpoint, which would
qualify  Global  Fund for a rate that is lower than the rate  currently  paid by
your fund.

In addition,  Global  Fund's other  expenses of 0.62%,  as well as its pro forma
other expenses of 0.61%, are substantially lower than your fund's other expenses
of 0.77%.  However,  Global  Fund's  annual  Class A and Class B expense  ratios
(equal to 1.88% and 2.58%, respectively,  of average net assets) are higher than
your fund's expense ratios (equal to 1.61% and 2.31%,  respectively,  of average
net  assets).  If the  reorganization  had  occurred  on  April  30,  1997,  the
differential  between Global Fund's pro forma Class A and Class B expense ratios
(equal to 1.77% and 2.47%, respectively,  of average net assets) and your fund's
current expense ratios would have been smaller.


                                       15
<PAGE>

The reason Global Fund's annual total expenses are higher than your fund's (even
though Global Fund's other expenses are substantially lower) is that the adviser
has  voluntarily  agreed to limit your fund's  expenses.  If the adviser had not
limited  your fund's  expenses,  your fund's  annual Class A and Class B expense
ratios  would have been equal to 1.87% and 2.57%,  respectively,  of average net
assets,  and would  have been  substantially  similar to Global  Fund's  current
expense ratios and higher than Global Fund's pro forma expense ratios.  In light
of your fund's  inability  to attract a  significant  amount of new assets,  the
adviser does not plan to continue to subsidize a portion of your fund's expenses
indefinitely.  When the adviser  discontinues  this voluntary  limitation,  your
fund's expense ratio will rise close to Global Fund's current expense ratio.

The following diagram shows how the reorganization would be carried out.

  Global Marketplace         Global Marketplace        Global Fund receives
Fund transfers assets &         Fund's assets             assets & assumes   
 liabilities to Global         and liabilities         liabilities of Global
         Fund                                             Marketplace Fund   
                              

  Class A         Class B                         Issues Class     Issues Class 
shareholders   shareholders                          B Shares        A Shares
                             


                         Your fund receives Global Fund
                               Class B shares and
              distributes them to your fund's Class B shareholders



                         Your fund receives Global Fund
                               Class A shares and
              distributes them to your fund's Class A shareholders


     [This diagram represents a graphic illustration of the reorganization]



                                       16
<PAGE>

                                INVESTMENT RISKS

The funds are  exposed to various  risks that could cause  shareholders  to lose
money on their  investments in the funds. The following table compares the risks
affecting each fund.

- ------------------- ------------------------------ -----------------------------
                         Global Marketplace                   Global
- ------------------- ------------------------------------------------------------
Stock               As with any fund that invests primarily in stocks, the
market risk         value of each fund's portfolio will change in response to
                    stock market movements.
- ------------------- ------------------------------------------------------------
Credit              risk The debt  securities  held by each fund are  subject to
                    the risk  that the  issuer of a  security  will  default  or
                    otherwise fail to meet its obligations.
- ------------------- ------------------------------------------------------------
Interest            A rise in interest rates typically causes the value of debt
rate risk           securities to fall.  A fall in interest rates typically
                    causes the value of debt securities to rise.
- ------------------- ------------------------------------------------------------
Foreign             Each fund's investments in foreign securities are subject
securities and      to the risks of adverse foreign government actions,
currency risks      political instability or a lack of adequate and accurate
                    information.  Also,  currency  exchange rate movements could
                    reduce gains or create losses.  These risks of international
                    investing  are higher in emerging  markets  such as those of
                    Latin America, Southeast Asia and Eastern Europe.
- ------------------- ------------------------------------------------------------
Risks of            The funds' investments in restricted and illiquid
restricted and      securities may be difficult or impossible to sell at a
illiquid            desirable time or a fair price.  Restricted and illiquid
securities          securities also present a greater risk of inaccurate
                    valuation.
- ------------------- ------------------------------------------------------------
Risks of            Most derivative instruments involve leverage, which
derivative          increases market risks.  Leverage magnifies gains and
instruments,        losses on derivatives relative to changes in the value of
including           underlying assets.  If a derivative is used for hedging
financial           purposes, changes in the value of the derivative may not
futures,            match those of the hedged asset. Over the counter
options on          derivatives may be illiquid or hard to value accurately.
futures,            In addition, the other party may default on its
securities and      obligations.  If markets for underlying assets do not move
index options,      in the right direction, a fund's performance may be worse
currency            than if it had not used derivatives.  Since both funds may
contracts.          enter into currency contracts, they are exposed to the
                    risks that fluctuating exchange rates may negatively affect
                    their investments.
- ------------------- ------------------------------------------------------------



                                       17
<PAGE>

                       PROPOSAL TO APPROVE THE AGREEMENT
                           AND PLAN OF REORGANIZATION


Description of Reorganization

You are being asked to approve an Agreement and Plan of  Reorganization,  a copy
of which is attached as Exhibit A. The Agreement  provides for a  reorganization
on the following terms:

         o        The reorganization is scheduled to occur at 5:00 p.m., Eastern
                  Time, on December 5, 1997, but may occur on any later date
                  before June 1, 1998. Your fund will transfer all of its assets
                  to Global Fund and Global Fund will assume all of your fund's
                  liabilities. This will result in the addition of your fund's
                  assets to Global Fund's portfolio. The net asset value of both
                  funds will be computed as of 5:00 p.m., Eastern Time, on the
                  reorganization date.

         o        Global Fund will issue to your fund Class A shares in an
                  amount equal to the aggregate net asset value of your fund's
                  Class A shares. As part of the liquidation of your fund, these
                  shares will immediately be distributed to Class A shareholders
                  of record of your fund in proportion to their holdings on the
                  reorganization date. As a result, Class A shareholders of your
                  fund will end up as Class A shareholders of Global Fund.

         o        Global Fund will issue to your fund Class B shares in an
                  amount equal to the aggregate net asset value of your fund's
                  Class B shares. As part of the liquidation of your fund, these
                  shares will immediately be distributed to Class B shareholders
                  of record of your fund in proportion to their holdings on the
                  reorganization date. As a result, Class B shareholders of your
                  fund will end up as Class B shareholders of Global Fund.

         o        After the reorganization is over, the existence of your fund
                  will be terminated.



                                       18
<PAGE>

Reasons for the Proposed Reorganization

The board of trustees of your fund  believes  that the  proposed  reorganization
will be advantageous to the shareholders of your fund for several  reasons.  The
board of trustees  considered the following matters,  among others, in approving
the proposal.

First,  that  shareholders  may be  better  served  by a fund  offering  greater
diversification.  To the extent that  combining  the funds' assets into a single
portfolio creates a larger asset base,  Global Fund's  investment  portfolio can
achieve  greater  diversification  after the  reorganization  than is  currently
possible for either  fund.  Greater  diversification  is expected to benefit the
shareholders  of both funds  because it may reduce the negative  effect that the
adverse  performance  of any one  security  may have on the  performance  of the
entire portfolio.

Second,  that the Global Fund shares received in the reorganization will provide
you with a similar  investment at a comparable or lower level of risk. The board
of trustees also considered the performance history of each fund.

Third,  if, as expected,  the voluntary  limitation  on your fund's  expenses is
discontinued,  Global Fund's pro forma total  expenses  would be lower than your
fund's total expenses.  Shareholders of your fund would then pay indirectly less
in fees  each  month as  shareholders  of Global  Fund  than  they  would if the
reorganization did not occur and the voluntary expense limitation on your fund's
expenses were discontinued.

Fourth, that a combined fund offers economies of scale that are expected to lead
to better control over expenses than is possible for your fund. Both funds incur
substantial costs for accounting,  legal,  transfer agency services,  insurance,
and custodial and administrative services.

The board of trustees of Global Fund considered that the reorganization presents
an excellent  opportunity for Global Fund to acquire  investment  assets without
the obligation to pay commissions or other  transaction  costs that are normally
associated  with the  purchase  of  securities.  This  opportunity  provides  an
economic benefit to Global Fund and its shareholders.

The boards of  trustees of both funds also  considered  that the adviser and the
funds' distributor will also benefit from the reorganization.  For example,  the
adviser  might  realize time savings from a  consolidated  portfolio  management
effort and from the need to prepare fewer reports and regulatory filings as well
as  prospectus  disclosure  for one fund instead of two.  The trustees  believe,
however, that these savings will not amount to a significant economic benefit.

                                       19

<PAGE>

Comparative Fees and Expense Ratios.

As discussed above in the Summary, Global Fund pays a higher advisory fee rate
at certain asset levels than your fund, pays the same advisory fee rate as your
fund at other asset levels, and pays a lower advisory fee rate than your fund
for all assets over $500 million.

Your fund's  historical  growth  pattern  suggests  that its asset size probably
would not have  increased  significantly  in the near  future to qualify for the
0.70% fee rate.  Global  Fund is already of  sufficient  size to qualify for the
0.80%  fee rate on  assets  over  $100  million,  which is the  rate  your  fund
currently  pays.  Combining  the assets of your fund and Global Fund will enable
Global Fund to more quickly reach the next fee reduction breakpoint, which would
qualify  Global  Fund for a rate that is lower than the rate  currently  paid by
your fund.

In addition,  Global  Fund's other  expenses of 0.62%,  as well as its pro forma
other expenses of 0.61%, are substantially lower than your fund's other expenses
of 0.77%.  However,  Global  Fund's  current  annual Class A and Class B expense
ratios  (equal to 1.88% and 2.58%,  respectively,  of average  net  assets)  are
higher  than your  fund's  current  expense  ratios  (equal to 1.61% and  2.31%,
respectively,  of average net  assets).  If the  reorganization  had occurred on
April 30, 1996,  the  differential  between  Global Fund's pro forma Class A and
Class B expense ratios (equal to 1.77% and 2.47%,  respectively,  of average net
assets) and your fund's current expense ratios would have been smaller.

The reason Global Fund's annual total expenses are higher than your fund's (even
though Global Fund's other expenses are significantly lower) is that the adviser
has  voluntarily  agreed to limit your fund's  expenses.  If the adviser had not
limited  your fund's  expenses,  your fund's  annual Class A and Class B expense
ratios  would have been equal to 1.87% and 2.57%,  respectively,  of average net
assets  and would  have been  substantially  similar  to Global  Fund's  current
expense  ratios and higher  than Global  Fund's pro forma  expense  ratios.  The
adviser had decided to  voluntarily  limit your fund's  expenses in  combination
with a concerted  marketing  effort by your  fund's  distributor,  John  Hancock
Funds, Inc., in order to promote asset growth in your fund.

In spite of these efforts, your fund has not been able to significantly increase
its asset size. The trustees do not believe,  given your fund's current size and
growth  rate,  that your fund will grow to an asset size which  would allow your
fund to realize the  benefits of economies of scale,  including  better  control
over  expenses.  The  trustees  also do not believe that your fund will reach an
asset  size  which  will   allow  your  fund  to   significantly   improve   the
diversification of its investment  portfolio.  In light of your fund's inability

                                       20

<PAGE>

to attract a  significant  amount of new assets,  the  adviser  does not plan to
continue to subsidize a portion of your fund's expenses  indefinitely.  When the
adviser discontinues this voluntary  limitation,  your fund's expense ratio will
be close to Global Fund's current expense ratio.

In approving  the  reorganization,  the trustees  concluded  that Global  Fund's
advisory fee rates,  although  higher at certain asset levels,  are  reasonable.
They also believe that these higher advisory fee rates would be more than offset
by the lower  overall  expense  ratio likely to be achieved by Global Fund after
the  reorganization  assuming that the voluntary  expense  limitations  were not
continued.

Comparative Performance.  The trustees also took into consideration the relative
performance of your fund and Global Fund. As shown in the table below, your fund
has had better  performance  for some  periods  while Global Fund has had better
performance for other periods.

- -------------------------------- ------------------------ ----------------------
        Average Annual
         Total Return              Global Marketplace             Global
   (without including sales
           charges)
                                 ------------------------ ----------------------
                                 Class A     Class B      Class A     Class B
- -------------------------------- ----------- ------------ ----------- ----------
1 year ended 4/30/97              (7.64)%      (8.24)%      4.81%        4.07%
- -------------------------------- ----------- ------------ ----------- ----------
3 years ended 4/30/97             22.36%*      14.22%*      7.87%        7.13%
- -------------------------------- ----------- ------------ ----------- ----------
5 years ended 4/30/97               N/A          N/A        10.04%       9.37%
- -------------------------------- ----------- ------------ ----------- ----------
10 years ended 4/30/97              N/A          N/A        9.33%*       7.05%
- -------------------------------- ----------- ------------ ----------- ----------

*Since inception.

Your fund experienced a negative return during the one year period ending April
30, 1997. Due to its larger asset size and more diversified portfolio of
investments, Global Fund achieved a positive return over that same period. The
trustees believe that Global Fund's ability to achieve greater diversification
may provide for more consistent positive returns in the future. This conclusion
is supported by the fact that all of Global Fund's one, three, five and ten year
total return figures are positive.

Unreimbursed Distribution and Shareholder Service Expenses

The boards of trustees of your fund and Global Fund have determined that, if the
reorganization  occurs,   unreimbursed   distribution  and  shareholder  service
expenses  incurred  under  your  fund's  Rule 12b-1  Plans will be  reimbursable
expenses  under Global  Fund's Rule 12b-1 Plans.  However,  the maximum  amounts

                                       21

<PAGE>

payable  annually  under  Global  Fund's  Rule 12b-1  Plans  (0.30% and 1.00% of
average  daily net  assets  attributable  to Class A shares  and Class B shares,
respectively) will not increase.

The following table shows the actual and pro forma unreimbursed distribution and
shareholder  service  expenses of both classes of your fund and Global Fund. The
table shows both the dollar amount of these  expenses and the percentage of each
class' average net assets that they represent.

- -------------------------------- ------------------------ ----------------------
 Unreimbursed Distribution and
 Shareholder Service Expenses      Global Marketplace             Global
- -------------------------------- ----------- ------------ ----------- ----------
                                 Class A     Class B      Class A     Class B
- -------------------------------- ----------- ------------ ----------- ----------
Actual expenses as of April      $153,975    $160,558     $135,738    $805,109
30, 1997                           0.69%        0.55%       0.14%        2.78%
- -------------------------------- ------------------------ ----------- ----------
Pro forma combined expenses as                            $289,713    $965,667
of April 30, 1997                                            0.25%       1.66%
- -------------------------------- ------------------------ ----------- ----------

Thus,  if the  reorganization  had taken place on April 30, 1997,  the pro forma
combined unreimbursed expenses of Global Fund's Class A and Class B shares would
have been higher than if no reorganization  had occurred.  Nevertheless,  Global
Fund's  assumption of your fund's  unreimbursed Rule 12b-1 expenses will have no
immediate  effect upon the payments  made under Global  Fund's Rule 12b-1 Plans.
These  payments  will continue to be 0.30% and 1.00% of average daily net assets
attributable to Class A and Class B shares, respectively.

John  Hancock  Funds,  Inc.  hopes  to  recover  unreimbursed  distribution  and
shareholder service expenses for Class B shares over an extended period of time.
However,  if Global Fund's board terminates  either class' Rule 12b-1 Plan, that
class will not be obligated  to reimburse  these  distribution  and  shareholder
service  expenses.  Accordingly,  until they are paid or  accrued,  unreimbursed
distribution  and shareholder  service expenses do not and will not appear as an
expense or liability in the  financial  statements  of either fund. In addition,
unreimbursed  expenses  are not  reflected  in a fund's  net asset  value or the
formula  for  calculating  Rule  12b-1  payments.  The  staff of the SEC has not
approved or  disapproved  the  treatment of the  unreimbursed  distribution  and
shareholder service expenses described in this proxy statement.




                                       22
<PAGE>

Tax Status of the Reorganization

The reorganization will be tax-free for federal income tax purposes and will not
take place unless both funds receive a  satisfactory  opinion from Hale and Dorr
LLP, counsel to the funds, substantially to the effect that:

         o        The reorganization described above will be a "reorganization"
                  within the meaning of Section 368(a)(1)(C) of the Internal
                  Revenue Code of 1986 (the "Code") and each fund will be "a
                  party to a reorganization" within the meaning of Section 368
                  of the Code;

         o        No gain or loss will be recognized by your fund upon (1) the
                  transfer of all of its assets to Global Fund as described
                  above or (2) the distribution by your fund of Global Fund
                  shares to your fund's shareholders;

         o        No gain or loss will be recognized by Global Fund upon the
                  receipt of your fund's assets solely in exchange for the
                  issuance of Global Fund shares and the assumption of all of
                  your fund's liabilities by Global Fund;

         o        The basis of the assets of your fund acquired by Global Fund
                  will be the same as the basis of those assets in the hands of
                  your fund immediately before the transfer;

         o        The tax holding period of the assets of your fund in the hands
                  of Global Fund will include your fund's tax holding period for
                  those assets;

         o        The shareholders of your fund will not recognize gain or loss
                  upon the exchange of all their shares of your fund solely for
                  Global Fund shares as part of the reorganization;

         o        The basis of Global Fund shares received by your fund's
                  shareholders in the reorganization will be the same as the
                  basis of the shares of your fund surrendered in exchange; and

         o        The tax holding period of the Global Fund shares received by
                  you will include the tax holding period of your fund's shares
                  surrendered in the exchange, provided that the shares of your
                  fund were held as capital assets on the reorganization date.


                                       23
<PAGE>

Additional Tax Considerations

As of October 31, 1996,  Global  Marketplace Fund had capital loss carryovers of
approximately  $2,061,437,  of which  $849  expires  on October  31,  2003,  and
$2,060,588  expires on October 31,  2004.  Capital loss  carryovers  are used to
reduce  the  amount  of  realized  capital  gains  that a fund  is  required  to
distribute to its  shareholders in order to avoid paying taxes on  undistributed
capital gain.

If the reorganization occurs, Global Fund will be able to use Global Marketplace
Fund's capital loss carryovers to offset future realized capital gains,  subject
to limitations that may, in certain circumstances, result in the expiration of a
portion of these carryovers before they can be used.

Additional Terms of Agreement and Plan of Reorganization

Surrender  of Share  Certificates.  Shareholders  of your fund whose  shares are
represented by one or more share certificates should,  before the reorganization
date, either surrender their certificates to your fund or deliver to your fund a
lost certificate affidavit, in the form and accompanied by the surety bonds that
your fund may require  (collectively,  an  "Affidavit").  On the  reorganization
date, all certificates that have not been surrendered will be canceled,  will no
longer evidence  ownership of your fund's shares and will evidence  ownership of
Global Fund shares.  Shareholders  may not redeem or transfer Global Fund shares
received  in the  reorganization  until they have  surrendered  their fund share
certificates  or  delivered  an  Affidavit.  Global  Fund will not  issue  share
certificates in the reorganization.

Conditions  to  Closing  the  Reorganization.  The  obligation  of your  fund to
consummate  the  reorganization  is  subject  to  the  satisfaction  of  certain
conditions,  including  the  performance  by Global Fund of all its  obligations
under  the  Agreement  and the  receipt  of all  consents,  orders  and  permits
necessary to consummate the reorganization (see Agreement, paragraph 6).

The obligation of Global Fund to consummate the reorganization is subject to the
satisfaction of certain conditions,  including your fund's performance of all of
its  obligations  under the  Agreement,  the  receipt of certain  documents  and
financial statements from your fund and the receipt of all consents,  orders and
permits necessary to consummate the reorganization (see Agreement, paragraph 7).

The  obligations  of both funds are subject to the approval of the  Agreement by
the necessary vote of the  outstanding  shares of your fund, in accordance  with
the  provisions  of your fund's  declaration  of trust and  by-laws.  The funds'
obligations  are also subject to the receipt of a favorable  opinion of Hale and

                                       24

<PAGE>

Dorr LLP as to the federal income tax consequences of the  reorganization.  (see
Agreement, paragraph 8).

Termination  of  Agreement.  The board of trustees of either your fund or Global
Fund may  terminate the Agreement  (even if the  shareholders  of your fund have
already approved it) at any time before the  reorganization  date, if that board
believes that proceeding with the reorganization would no longer be advisable.

Expenses  of the  Reorganization.  Global  Fund  and  your  fund  will  each  be
responsible  for its own expenses  incurred in connection with entering into and
carrying out the provisions of the Agreement,  whether or not the reorganization
occurs. These expenses are estimated to be approximately $107,903 in total.

                                 CAPITALIZATION

         The following  table sets forth the  capitalization  of each fund as of
April 30, 1997,  and the pro forma combined  capitalization  of both funds as if
the  reorganization  had  occurred on such date.  The table  reflects  pro forma
exchange ratios of approximately  1.1281 Class A Global Fund shares being issued
for each Class A share of your fund and approximately 1.1644 Class B Global Fund
shares being issued for each Class B share of your fund.  If the  reorganization
is consummated,  the actual exchange ratios on the reorganization  date may vary
from the  exchange  ratios  indicated  due to changes in the market value of the
portfolio  securities  of both Global Fund and your fund between  April 30, 1997
and  the  reorganization  date,  changes  in the  amount  of  undistributed  net
investment  income and net realized  capital  gains of Global Fund and your fund
during that period resulting from income and  distributions,  and changes in the
accrued liabilities of Global Fund and your fund during the same period.

                                 APRIL 30, 1997

                                 Global
                                 Marketplace      Global           Pro Forma
Net Assets                       $51,489,490      $123,811,817     $175,297,802
Net Asset Value Per Share
  Class A                        $14.27           $12.65           $12.65
  Class B                        $14.15           $12.15           $12.15
Shares Outstanding
  Class A                        1,568,073        7,498,137        9,267,144
  Class B                        2,057,887        2,384,165        4,780,266

   
(1) The deferred organization expense of John Hancock Global Marketplace Fund
was written off as the fund would no longer be in existence. As a result, the
net assets of the surviving fund after the reorganization will be less than the
combined net assets of the surviving fund and acquiring fund prior to the
reorganization.
    
                                       25

<PAGE>

It is impossible to predict how many Class A shares and Class B shares of Global
Fund  will   actually  be  received  and   distributed   by  your  fund  on  the
reorganization date. The table should not be relied upon to determine the amount
of Global Fund shares that will actually be received and distributed.

               ADDITIONAL INFORMATION ABOUT THE FUNDS' BUSINESSES

The following table shows where in the funds'  combined  prospectus you can find
additional information about the business of each fund.

- ---------------------------- ---------------------------------------------------
    Type of Information                Headings in Combined Prospectus
                             -------------------------- ------------------------
                                Global Marketplace               Global
- ---------------------------- ---------------------------------------------------
Organization                 Fund Details: Business Structure: How the Funds
and operation                are Organized
- ---------------------------- ---------------------------------------------------
Investment objective and     Goal and Strategy, Portfolio Securities, Risk
policies                     Factors; Fund Details: Business Structure:
                             Portfolio Trades, Investment Goals,
                             Diversification; More About Risk
- ---------------------------- -------------------------- ------------------------
Portfolio                    Global Marketplace Fund:   Global Fund: Management/
management                   Portfolio                  Subadviser
                             Management
- ---------------------------- ---------------------------------------------------
Investment adviser and       Overview: The Management Firm; Fund Details:
distributor                  Business Structure: How the Funds are Organized,
                             Sales Compensation
- ---------------------------- ---------------------------------------------------
Expenses                     Investor Expenses
- ---------------------------- ---------------------------------------------------
Custodian and                Fund Details: Business Structure: How the Funds
transfer agent               are Organized
- ---------------------------- ---------------------------------------------------
Shares of beneficial         Your Account: Choosing a Share Class
interest
- ---------------------------- ---------------------------------------------------
Purchase of shares           Your Account: Choosing a Share Class; How Sales
                             Charges are Calculated; Sales Charge Reductions
                             and Waivers; Opening an Account; Buying Shares;
                             Transaction Policies; Additional Investor Services
- ---------------------------- ---------------------------------------------------
Redemption                   Your Account: Selling Shares, How Sales Charges
or sale of shares            are Calculated; Transaction Policies; Additional
                             Investor Services; Systematic Withdrawal Plan
- ---------------------------- ---------------------------------------------------
Dividends, distributions     Dividends and Account Policies
and taxes
- ---------------------------- ---------------------------------------------------


                                       26
<PAGE>

                     BOARDS' EVALUATION AND RECOMMENDATION

For the reasons  described above, the board of trustees of your fund,  including
the  trustees  who are not  "interested  persons"  of either fund or the adviser
("independent  trustees"),  approved  the  reorganization.  In  particular,  the
trustees  determined that the  reorganization  was in the best interests of your
fund and that the interests of your fund's  shareholders would not be diluted as
a result of the reorganization. Similarly, the board of trustees of Global Fund,
including  the  independent  trustees,  approved the  reorganization.  They also
determined that the  reorganization was in the best interests of Global Fund and
that the  interests  of Global  Fund's  shareholders  would not be  diluted as a
result of the reorganization.

- --------------------------------------------------------------------------------
                  The trustees of your fund recommend that the
               shareholders of your fund vote for the proposal to
               approve the agreement and plan of reorganization.
- --------------------------------------------------------------------------------



                        VOTING RIGHTS AND REQUIRED VOTE

Each share of your fund is entitled to one vote.  Approval of the above proposal
requires  the  affirmative  vote  of a  majority  of the  shares  of  your  fund
outstanding  and  entitled  to  vote.  For  this  purpose,  a  majority  of  the
outstanding shares of your fund means the vote of the lesser of

(1) 67% or more of the shares  present at the  meeting,  if the  holders of more
than 50% of the shares of the fund are present or represented by proxy, or

(2) more than 50% of the outstanding shares of the fund.

Shares of your fund  represented in person or by proxy,  including  shares which
abstain  or do not vote  with  respect  to the  proposal,  will be  counted  for
purposes of determining  whether there is a quorum at the meeting.  Accordingly,
an abstention from voting has the same effect as a vote against the proposal.

However, if a broker or nominee holding shares in "street name" indicates on the
proxy  card  that  it  does  not  have  discretionary  authority  to vote on the
proposal,  those shares will not be  considered  present and entitled to vote on
the  proposal.  Thus,  a  "broker  non-vote"  has no  effect  on the  voting  in
determining  whether the proposal has been adopted in accordance with clause (1)
above,  if more  than  50% of the  outstanding  shares  (excluding  the  "broker
non-votes")  are present or  represented.  However,  for purposes of determining

                                       27

<PAGE>

whether the  proposal has been adopted in  accordance  with clause (2) above,  a
"broker  non-vote"  has the same effect as a vote against the  proposal  because
shares  represented  by a "broker  non-vote" are  considered  to be  outstanding
shares.

If the  required  approval  of  shareholders  is not  obtained,  your  fund will
continue  to engage  in  business  as a  separate  mutual  fund and the board of
trustees will consider what further action may be appropriate.

                       INFORMATION CONCERNING THE MEETING

Solicitation of Proxies

In addition to the mailing of these proxy materials, proxies may be solicited by
telephone,  by fax or in person by the trustees,  officers and employees of your
fund; by personnel of your fund's  investment  adviser,  John Hancock  Advisers,
Inc. and its  transfer  agent,  John Hancock  Signature  Services,  Inc.;  or by
broker-dealer   firms.   Signature   Services,   together  with  a  third  party
solicitation  firm,  has agreed to provide proxy  solicitation  services to your
fund at a cost of approximately $3,000.

Revoking Proxies

A Global  Marketplace  Fund  shareholder  signing and  returning a proxy has the
power to revoke it at any time before it is exercised:

         o        By filing a written notice of revocation with your fund's
                  transfer agent, John Hancock Signature Services, Inc., 1 John
                  Hancock Way, Suite 1000, Boston, Massachusetts 02217-1000, or

         o        By returning a duly executed proxy with a later date before
                  the time of the meeting, or

         o        If a shareholder has executed a proxy but is present at the
                  meeting and wishes to vote in person, by notifying the
                  secretary of your fund (without complying with any
                  formalities) at any time before it is voted.

Being  present at the meeting  alone does not revoke a  previously  executed and
returned proxy.




                                       28
<PAGE>

Outstanding Shares and Quorum

   
As of September 17, 1997,  1,351,419 Class A shares and 1,906,416 Class B shares
of  beneficial  interest of your fund were  outstanding.  Only  shareholders  of
record on September  17, 1997 (the "record  date") are entitled to notice of and
to vote at the meeting.  A majority of the outstanding  shares of your fund that
are  entitled  to vote  will be  considered  a  quorum  for the  transaction  of
business.
    

Other Business

Your  fund's  board  of  trustees  knows  of no  business  to be  presented  for
consideration  at the  meeting  other than the  proposal.  If other  business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.

Adjournments

If a quorum is not  present in person or by proxy at the time any session of the
meeting is called to order,  the persons named as proxies may vote those proxies
that have been  received to adjourn the meeting to a later date.  If a quorum is
present but there are not sufficient votes in favor of the proposal, the persons
named as proxies may propose one or more  adjournments  of the meeting to permit
further  solicitation of proxies  concerning the proposal.  Any adjournment will
require the affirmative  vote of a majority of your fund's shares at the session
of the meeting to be  adjourned.  If an  adjournment  of the meeting is proposed
because there are not  sufficient  votes in favor of the  proposal,  the persons
named as proxies  will vote those  proxies  favoring  the  proposal  in favor of
adjournment,  and will vote those  proxies  against the  reorganization  against
adjournment.

Telephone Voting

In addition to soliciting  proxies by mail,  by fax or in person,  your fund may
also arrange to have votes  recorded by  telephone by officers and  employees of
your fund or by personnel of the adviser or transfer agent. The telephone voting
procedure is designed to verify 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.  Your fund has not
obtained an opinion of counsel  about  telephone  voting,  but is currently  not
aware of any challenge.

         o        A shareholder will be called on a recorded line at the
                  telephone number in the fund's account records and will be
                  asked to provide the shareholder's social security number or

                                       29

<PAGE>

                  other identifying information.

         o        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.

         o        To ensure that the shareholder's instructions have been
                  recorded correctly, the shareholder will also receive a
                  confirmation of the voting instructions by mail.

         o        A toll-free number will be available in case the voting
                  information contained in the confirmation is incorrect.

         o        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.



                        OWNERSHIP OF SHARES OF THE FUNDS

   
To the knowledge of the fund, as of August 29, 1997, the following persons owned
of  record or  beneficially  5% or more of the  outstanding  Class A and Class B
shares of your fund. No pesons owned of record or beneficially 5% or more of the
outstanding Class A and Class B shares of Global Fund.

- ----------------------------------------------    ---------------------- 
                                                        
 Names and Addresses of Owners                      Global Marketplace    
   of More Than 5% of Shares                               Fund           
                                                  ---------- ----------- 
                                                    Class A    Class B     
- ----------------------------------------------    ---------- ----------- 
Roland & Company                                     9.69%
C/O Mercantile Bank of
St Louis NA Trust Securities Unit P.O. Box 387
Main Post Office
St. Louis, MO 63166
- ----------------------------------------------    ---------- ----------- 
MLPF & S for the Sole Benefit of its Customers                  15.46%
Attn Fund Administration
480 Deer Lake Drive East
Jacksonville FL 32246
- ----------------------------------------------    ----------------------

As of August 29,  1997,  the trustees and officers of your fund and Global Fund,
each as a group,  owned in the aggregate less than 1% of the outstanding  shares
of their respective funds.
    

                                       30

<PAGE>

                                    EXPERTS

The financial statements and the financial highlights of Global Marketplace Fund
and Global Fund,  each as of October 31, 1996 and for the years then ended,  are
incorporated  by  reference  into this proxy  statement  and  prospectus.  These
financial  statements and highlights  have been  independently  audited by Price
Waterhouse  LLP as  stated  in  their  reports  appearing  in the  statement  of
additional  information.  These financial statements and highlights are included
in reliance  upon the reports  given upon the authority of such firms as experts
in accounting and auditing.


                             AVAILABLE INFORMATION

Each  fund  is  subject  to the  informational  requirements  of the  Securities
Exchange Act of 1934 and the  Investment  Company Act of 1940 and files reports,
proxy  statements  and other  information  with the SEC.  These  reports,  proxy
statements and other  information filed by the funds can be inspected and copied
(at prescribed rates) at the public reference facilities of the SEC at 450 Fifth
Street, N.W., Washington,  D.C., and at the following regional offices:  Chicago
(500 West Madison Street, Suite 1400, Chicago,  Illinois); and New York (7 World
Trade Center,  Suite 1300, New York, New York). Copies of such material can also
be  obtained by mail from the Public  Reference  Section of the SEC at 450 Fifth
Street, N.W., Washington,  D.C. 20549, at prescribed rates. In addition,  copies
of these documents may be viewed on-screen or downloaded from the SEC's Internet
site at http://www.sec.gov.












                                       31
<PAGE>

                                    EXHIBIT A

                      AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF  REORGANIZATION  (the  "Agreement") is made this 22nd
day of September,  1997, by and between John Hancock Global Fund (the "Acquiring
Fund"), a series of John Hancock Investment Trust III, a Massachusetts  business
trust (the "Trust II"), and John Hancock Global  Marketplace Fund (the "Acquired
Fund"), a series of John Hancock World Fund, a Massachusetts business trust (the
"Trust") each with their principal  place of business at 101 Huntington  Avenue,
Boston,  Massachusetts  02199.  The  Acquiring  Fund and the  Acquired  Fund are
sometimes  referred to collectively  herein as the "Funds" and individually as a
"Fund."

This  Agreement is intended to be and is adopted as a plan of  "reorganization,"
as such term is used in Section 368(a) of the Internal  Revenue Code of 1986, as
amended (the "Code").  The reorganization will consist of the transfer of all of
the assets of the Acquired Fund to the Acquiring Fund in exchange solely for the
issuance of Class A and Class B shares of  beneficial  interest of the Acquiring
Fund (the  "Acquiring  Fund Shares") to the Acquired Fund and the  assumption by
the Acquiring Fund of all of the  liabilities of the Acquired Fund,  followed by
the  distribution  by the Acquired  Fund, on or promptly  after the Closing Date
hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the
Acquired Fund in  liquidation  and  termination of the Acquired Fund as provided
herein, all upon the terms and conditions set forth in this Agreement.

In consideration of the premises of the covenants and agreements hereinafter set
forth, the parties hereto covenant and agree as follows:

1.   TRANSFER OF ASSETS OF THE  ACQUIRED  FUND IN  EXCHANGE  FOR  ASSUMPTION  OF
     LIABILITIES  AND ISSUANCE OF  ACQUIRING  FUND  SHARES;  LIQUIDATION  OF THE
     ACQUIRED FUND

1.1  The  Acquired  Fund will  transfer all of its assets  (consisting,  without
     limitation, of portfolio securities and instruments, dividends and interest
     receivables,  cash and  other  assets),  as set forth in the  statement  of
     assets and liabilities  referred to in Paragraph 7.2 hereof (the "Statement
     of Assets and  Liabilities"),  to the Acquiring  Fund free and clear of all
     liens and  encumbrances,  except as otherwise  provided herein, in exchange
     for (i) the  assumption  by the  Acquiring  Fund of the known  and  unknown
     liabilities of the Acquired Fund,  including the  liabilities  set forth in
     the 

                                      A-1

<PAGE>

     Statement of Assets and  Liabilities  (the  "Acquired  Fund  Liabilities"),
     which  shall be  assigned  and  transferred  to the  Acquiring  Fund by the
     Acquired Fund and assumed by the Acquiring  Fund,  and (ii) delivery by the
     Acquiring  Fund to the  Acquired  Fund,  for  distribution  pro rata by the
     Acquired  Fund  to its  shareholders  in  proportion  to  their  respective
     ownership  of Class A and/or Class B shares of  beneficial  interest of the
     Acquired  Fund,  as of the  close of  business  on  December  5,  1997 (the
     "Closing  Date"),  of a number  of the  Acquiring  Fund  Shares  having  an
     aggregate  net asset value  equal,  in the case of each class of  Acquiring
     Fund  Shares,  to the value of the assets,  less such  liabilities  (herein
     referred  to as  the  "net  value  of  the  assets")  attributable  to  the
     applicable  class,  assumed,  assigned and  delivered,  all  determined  as
     provided  in  Paragraph  2.1 hereof and as of a date and time as  specified
     therein.  Such transactions shall take place at the closing provided for in
     Paragraph 3.1 hereof (the "Closing"). All computations shall be provided by
     Investors Bank & Trust Company (the "Custodian"),  as custodian and pricing
     agent for the Acquiring Fund and the Acquired Fund.

1.2  The  Acquired  Fund has  provided  the  Acquiring  Fund  with a list of the
     current  securities  holdings  of  the  Acquired  Fund  as of the  date  of
     execution of this  Agreement.  The Acquired Fund reserves the right to sell
     any of these  securities  (except  to the  extent  sales may be  limited by
     representations  made  in  connection  with  issuance  of the  tax  opinion
     provided  for in  paragraph  8.6  hereof)  but will not,  without the prior
     approval of the Acquiring  Fund,  acquire any additional  securities  other
     than  securities  of the type in which the  Acquiring  Fund is permitted to
     invest.

1.3  The  Acquiring  Fund and the Acquired Fund shall each bear its own expenses
     in connection with the transactions contemplated by this Agreement.

1.4  On or as soon after the Closing Date as is  conveniently  practicable  (the
     "Liquidation  Date"),  the Acquired Fund will  liquidate and distribute pro
     rata  to  shareholders  of  record  (the  "Acquired  Fund   shareholders"),
     determined  as of the  close  of  regular  trading  on the New  York  Stock
     Exchange on the Closing  Date,  the Acquiring  Fund Shares  received by the
     Acquired  Fund  pursuant to  Paragraph  1.1 hereof.  Such  liquidation  and
     distribution  will be  accomplished  by the transfer of the Acquiring  Fund
     Shares then  credited to the account of the  Acquired  Fund on the books of
     the Acquiring  Fund, to open accounts on the share records of the Acquiring
     Fund in the names of the Acquired Fund  shareholders  and  representing the
     respective  pro rata  number and class of  Acquiring  Fund  

                                      A-2

<PAGE>

     Shares due such  shareholders.  Acquired Fund  shareholders who own Class A
     shares of the Acquired Fund will receive Class A Acquiring  Fund Shares and
     Acquired Fund shareholders who own Class B shares of the Acquired Fund will
     receive Class B Acquiring  Fund Shares.  The Acquiring Fund shall not issue
     certificates  representing  Acquiring  Fund Shares in connection  with such
     exchange.

1.5  The Acquired Fund  shareholders  holding  certificates  representing  their
     ownership  of shares of  beneficial  interest  of the  Acquired  Fund shall
     surrender  such  certificates  or deliver an affidavit with respect to lost
     certificates  in such  form and  accompanied  by such  surety  bonds as the
     Acquired Fund may require (collectively,  an "Affidavit"),  to John Hancock
     Signature Services, Inc. prior to the Closing Date. Any Acquired Fund share
     certificate  which remains  outstanding on the Closing Date shall be deemed
     to be canceled,  shall no longer evidence ownership of shares of beneficial
     interest of the  Acquired  Fund and shall  evidence  ownership of Acquiring
     Fund Shares.  Unless and until any such certificate shall be so surrendered
     or an Affidavit  relating  thereto shall be delivered,  dividends and other
     distributions  payable by the Acquiring Fund  subsequent to the Liquidation
     Date with respect to  Acquiring  Fund Shares shall be paid to the holder of
     such  certificate(s),  but such  shareholders  may not  redeem or  transfer
     Acquiring Fund Shares  received in the  Reorganization.  The Acquiring Fund
     will not issue share certificates in the Reorganization.

1.6  Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name
     other than the  registered  holder of the Acquired Fund Shares on the books
     of the Acquired Fund as of that time shall, as a condition of such issuance
     and transfer,  be paid by the person to whom such Acquiring Fund Shares are
     to be issued and transferred.

1.7  The  existence  of the  Acquired  Fund shall be  terminated  as promptly as
     practicable following the Liquidation Date.

1.8  Any reporting  responsibility of the Trust, including,  but not limited to,
     the responsibility for filing of regulatory reports,  tax returns, or other
     documents with the Securities and Exchange  Commission (the  "Commission"),
     any  state  securities  commissions,  and any  federal,  state or local tax
     authorities or any other relevant regulatory authority, is and shall remain
     the responsibility of the Trust.

2.   VALUATION

                                      A-3

<PAGE>

2.1  The net asset  values of the Class A and Class B Acquiring  Fund Shares and
     the  net  values  of  the  assets  and  liabilities  of the  Acquired  Fund
     attributable to its Class A and Class B shares to be transferred  shall, in
     each case,  be  determined  as of the close of business  (4:00 p.m.  Boston
     time) on the Closing Date.  The net asset values of the Class A and Class B
     Acquiring  Fund Shares shall be computed by the Custodian in the manner set
     forth in the Acquiring Fund's  Declaration of Trust as amended and restated
     (the  "Declaration"),  or By-Laws  and the  Acquiring  Fund's  then-current
     prospectus and statement of additional information and shall be computed in
     each case to not fewer  than four  decimal  places.  The net  values of the
     assets of the Acquired Fund  attributable to its Class A and Class B shares
     to be  transferred  shall be computed by the Custodian by  calculating  the
     value of the assets of each class  transferred  by the Acquired Fund and by
     subtracting  therefrom the amount of the liabilities of each class assigned
     and  transferred  to and assumed by the Acquiring Fund on the Closing Date,
     said  assets  and  liabilities  to be valued in the manner set forth in the
     Acquired  Fund's  then  current  prospectus  and  statement  of  additional
     information  and shall be  computed  in each  case to not  fewer  than four
     decimal places.

2.2  The number of shares of each class of  Acquiring  Fund  Shares to be issued
     (including  fractional  shares, if any) in exchange for the Acquired Fund's
     assets shall be  determined  by dividing  the value of the Acquired  Fund's
     assets  attributable to a class, less the liabilities  attributable to that
     class  assumed by the Acquiring  Fund,  by the  Acquiring  Fund's net asset
     value per share of the same class,  all as determined  in  accordance  with
     Paragraph 2.1 hereof.

2.3  All computations of value shall be made by the Custodian in accordance with
     its regular practice as pricing agent for the Funds.

3.   CLOSING AND CLOSING DATE

3.1  The Closing  Date shall be December 5, 1997 or such other date on or before
     June 30,  1998 as the parties  may agree.  The Closing  shall be held as of
     5:00 p.m.  at the  offices  of the Trust II and the Trust,  101  Huntington
     Avenue, Boston,  Massachusetts 02199, or at such other time and/or place as
     the parties may agree.

3.2  Portfolio  securities  that are not held in book-entry  form in the name of
     the  Custodian as record holder for the Acquired Fund shall be presented by
     the Acquired  Fund to the  Custodian  for  examination  no later than three
     business days preceding the Closing Date.  Portfolio  securities  

                                      A-4

<PAGE>

     which are not held in  book-entry  form shall be  delivered by the Acquired
     Fund to the Custodian for the account of the Acquiring  Fund on the Closing
     Date,  duly endorsed in proper form for transfer,  in such  condition as to
     constitute good delivery  thereof in accordance with the custom of brokers,
     and shall be accompanied by all necessary  federal and state stock transfer
     stamps or a check for the  appropriate  purchase price  thereof.  Portfolio
     securities  held of record by the Custodian in book-entry form on behalf of
     the Acquired Fund shall be delivered to the Acquiring Fund by the Custodian
     by recording the transfer of beneficial  ownership  thereof on its records.
     The cash  delivered  shall be in the form of currency  or by the  Custodian
     crediting the Acquiring  Fund's account  maintained with the Custodian with
     immediately available funds.

3.3  In the event that on the Closing Date (a) the New York Stock Exchange shall
     be closed to trading or trading  thereon shall be restricted or (b) trading
     or the  reporting  of  trading  on said  Exchange  or  elsewhere  shall  be
     disrupted so that accurate  appraisal of the value of the net assets of the
     Acquiring  Fund or the  Acquired  Fund is  impracticable,  the Closing Date
     shall be postponed  until the first business day after the day when trading
     shall have been  fully  resumed  and  reporting  shall have been  restored;
     provided that if trading shall not be fully resumed and reporting  restored
     on or  before  June 30,  1998,  this  Agreement  may be  terminated  by the
     Acquiring Fund or by the Acquired Fund upon the giving of written notice to
     the other party.

3.4  The  Acquired  Fund  shall  deliver  at the  Closing  a list of the  names,
     addresses,  federal taxpayer  identification numbers and backup withholding
     and nonresident alien withholding  status of the Acquired Fund shareholders
     and the number of outstanding  shares of each class of beneficial  interest
     of the Acquired Fund owned by each such shareholder, all as of the close of
     business on the Closing  Date,  certified  by its  Treasurer,  Secretary or
     other authorized officer (the "Shareholder List"). The Acquiring Fund shall
     issue and  deliver  to the  Acquired  Fund a  confirmation  evidencing  the
     Acquiring  Fund  Shares to be  credited  on the  Closing  Date,  or provide
     evidence  satisfactory to the Acquired Fund that such Acquiring Fund Shares
     have been  credited  to the  Acquired  Fund's  account  on the books of the
     Acquiring Fund. At the Closing,  each party shall deliver to the other such
     bills of sale, checks, assignments,  stock certificates,  receipts or other
     documents as such other party or its counsel may reasonably request.

4.   REPRESENTATIONS AND WARRANTIES

                                      A-5

<PAGE>

4.1  The Trust on behalf of the Acquired Fund represents, warrants and covenants
     to the Acquiring Fund as follows:

     (a)  The Trust is a business trust, duly organized, validly existing and in
          good standing under the laws of The Commonwealth of Massachusetts  and
          has the power to own all of its properties and assets and,  subject to
          approval by the  shareholders  of the Acquired  Fund, to carry out the
          transactions contemplated by this Agreement. Neither the Trust nor the
          Acquired   Fund  is   required  to  qualify  to  do  business  in  any
          jurisdiction  in which it is not so  qualified  or  where  failure  to
          qualify would subject it to any material liability or disability.  The
          Trust has all necessary federal, state and local authorizations to own
          all of its  properties  and assets and to carry on its business as now
          being conducted;

     (b)  The  Trust  is  a  registered   investment  company  classified  as  a
          management  company and its  registration  with the  Commission  as an
          investment  company  under  the  Investment  Company  Act of 1940,  as
          amended  (the "1940 Act"),  is in full force and effect.  The Acquired
          Fund is a diversified series of the Trust;

     (c)  The Trust and the Acquired Fund are not, and the  execution,  delivery
          and  performance  of their  obligations  under this Agreement will not
          result,  in violation of any provision of the Trust's  Declaration  of
          Trust, as amended and restated (the "Trust's  Declaration") or By-Laws
          or of any agreement, indenture,  instrument,  contract, lease or other
          undertaking  to which the Trust or the Acquired  Fund is a party or by
          which it is bound;

     (d)  Except as otherwise disclosed in writing and accepted by the Acquiring
          Fund,  no  material   litigation  or   administrative   proceeding  or
          investigation of or before any court or governmental body is currently
          pending or threatened against the Trust or the Acquired Fund or any of
          the Acquired Fund's properties or assets.  The Trust knows of no facts
          which might form the basis for the  institution  of such  proceedings,
          and neither the Trust nor the  Acquired  Fund is a party to or subject
          to the  provisions  of any order,  decree or  judgment of any court or
          governmental  body which materially and adversely affects the Acquired
          Fund's business or its ability to consummate the  transactions  herein
          contemplated;

     (e)  The  Acquired  Fund has no  material  contracts  or other  commitments
          (other  than  this   Agreement  or  agreements  for  the  purchase  of
          securities  entered  into  in the  ordinary  course  of  business  and
          consistent with its obligations  under this Agreement)  which will not
          be  terminated  without  liability to the Acquired Fund at or prior to
          the Closing Date;

                                      A-6

<PAGE>

     (f)  The  unaudited  statement  of assets and  liabilities,  including  the
          schedule of investments, of the Acquired Fund as of April 30, 1997 and
          the related statement of operations for the six months then ended, and
          the  statement  of changes in net assets for the year ended August 31,
          1996,  and the period from  September 1, 1996 to October 31, 1996, and
          the six  months  ended  April  30,  1997  (copies  of which  have been
          furnished  to the  Acquiring  Fund)  present  fairly  in all  material
          respects the financial  condition of the Acquired Fund as of April 30,
          1997 and the  results of its  operations  for the period then ended in
          accordance with generally accepted accounting principles  consistently
          applied,  and there were no known actual or contingent  liabilities of
          the Acquired  Fund as of the  respective  dates  thereof not disclosed
          therein;

     (g)  Since April 30, 1997,  there has not been any material  adverse change
          in the Acquired Fund's financial condition,  assets,  liabilities,  or
          business  other  than  changes  occurring  in the  ordinary  course of
          business,  or any  incurrence  by the  Acquired  Fund of  indebtedness
          maturing  more  than one year  from the  date  such  indebtedness  was
          incurred,  except  as  otherwise  disclosed  to  and  accepted  by the
          Acquiring Fund;

     (h)  At the date hereof and by the Closing  Date,  all  federal,  state and
          other tax returns and reports, including information returns and payee
          statements, of the Acquired Fund required by law to have been filed or
          furnished  by such dates shall have been filed or  furnished,  and all
          federal, state and other taxes, interest and penalties shall have been
          paid so far as due, or provision  shall have been made for the payment
          thereof,  and to the best of the  Acquired  Fund's  knowledge  no such
          return is currently  under audit and no  assessment  has been asserted
          with respect to such returns or reports;

     (i)  Each of the  Acquired  Fund and its  predecessors  has  qualified as a
          regulated  investment  company for each taxable year of its  operation
          and the Acquired Fund will qualify as such as of the Closing Date with
          respect to its taxable year ending on the Closing Date;

     (j)  The  authorized  capital of the Acquired Fund consists of an unlimited
          number of shares of beneficial interest,  no par value. All issued and
          outstanding  shares of  beneficial  interest of the Acquired Fund are,
          and at  the  Closing  Date  will  be,  duly  and  validly  issued  and
          outstanding,  fully paid and  nonassessable  by the Trust.  All of the
          issued and outstanding  shares of beneficial  interest of the Acquired
          Fund will,  at the time of Closing,  be held by the persons and in the
          amounts and classes set forth 

                                      A-7

<PAGE>

     in the  Shareholder  List  submitted  to the  Acquiring  Fund  pursuant  to
     Paragraph  3.4 hereof.  The  Acquired  Fund does not have  outstanding  any
     options,  warrants or other rights to subscribe  for or purchase any of its
     shares  of  beneficial  interest,  nor is there  outstanding  any  security
     convertible into any of its shares of beneficial interest;

     (k)  At the Closing Date,  the Acquired Fund will have good and  marketable
          title to the assets to be  transferred  to the Acquiring Fund pursuant
          to Paragraph 1.1 hereof,  and full right, power and authority to sell,
          assign, transfer and deliver such assets hereunder,  and upon delivery
          and payment for such assets,  the Acquiring Fund will acquire good and
          marketable  title  thereto  subject  to no  restrictions  on the  full
          transfer thereof, including such restrictions as might arise under the
          Securities Act of 1933, as amended (the "1933 Act");

     (l)  The  execution,  delivery and  performance of this Agreement have been
          duly  authorized by all  necessary  action on the part of the Trust on
          behalf of the Acquired Fund,  and this  Agreement  constitutes a valid
          and binding  obligation of the Trust and the Acquired Fund enforceable
          in accordance with its terms,  subject to the approval of the Acquired
          Fund's shareholders;

     (m)  The  information to be furnished by the Acquired Fund to the Acquiring
          Fund for use in  applications  for  orders,  registration  statements,
          proxy  materials  and  other  documents  which  may  be  necessary  in
          connection with the transactions contemplated hereby shall be accurate
          and complete and shall  comply in all material  respects  with federal
          securities  and  other  laws  and  regulations  thereunder  applicable
          thereto;

     (n)  The proxy statement of the Acquired Fund (the "Proxy Statement") to be
          included in the  Registration  Statement  referred to in Paragraph 5.7
          hereof (other than written information furnished by the Acquiring Fund
          for inclusion therein,  as covered by the Acquiring Fund's warranty in
          Paragraph  4.2(m) hereof),  on the effective date of the  Registration
          Statement,   on  the  date  of  the  meeting  of  the  Acquired   Fund
          shareholders  and on the  Closing  Date,  shall not contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements  therein,  in
          light of the circumstances  under which such statements were made, not
          misleading;

     (o)  No  consent,  approval,   authorization  or  order  of  any  court  or
          governmental  authority  is  required  for  the  consummation  by  the
          Acquired Fund of the transactions contemplated by this Agreement;

                                      A-8

<PAGE>

     (p)  All of the issued and outstanding shares of beneficial interest of the
          Acquired Fund have been offered for sale and sold in  conformity  with
          all applicable federal and state securities laws;

     (q)  The  prospectus  of the  Acquired  Fund,  dated  March  1,  1997  (the
          "Acquired  Fund  Prospectus"),  previously  furnished to the Acquiring
          Fund, does not contain any untrue statement of a material fact or omit
          to state a material fact required to be stated therein or necessary to
          make the statements  therein,  in light of the  circumstances in which
          they were made, not misleading.

4.2  The Trust II on behalf  of the  Acquiring  Fund  represents,  warrants  and
     covenants to the Acquired Fund as follows:

     (a)  The Trust II is a business trust duly organized,  validly existing and
          in good standing under the laws of The  Commonwealth of  Massachusetts
          and has the power to own all of its properties and assets and to carry
          out the  Agreement.  Neither  the Trust II nor the  Acquiring  Fund is
          required to qualify to do business in any  jurisdiction in which it is
          not so qualified or where  failure to qualify  would subject it to any
          material  liability  or  disability.  The  Trust II has all  necessary
          federal,  state and local  authorizations to own all of its properties
          and assets and to carry on its business as now being conducted;

     (b)  The  Trust  II is a  registered  investment  company  classified  as a
          management  company and its  registration  with the  Commission  as an
          investment company under the 1940 Act is in full force and effect. The
          Acquiring Fund is a diversified series of the Trust II;

     (c)  The prospectus  (the  "Acquiring  Fund  Prospectus")  and statement of
          additional information for Class A and Class B shares of the Acquiring
          Fund,  each dated March 1, 1997,  and any  amendments  or  supplements
          thereto  on or  prior  to  the  Closing  Date,  and  the  Registration
          Statement on Form N-14 to be filed in connection  with this  Agreement
          (the  "Registration   Statement")  (other  than  written   information
          furnished by the Acquired  Fund for inclusion  therein,  as covered by
          the Acquired Fund's warranty in Paragraph  4.1(m) hereof) will conform
          in all material  respects to the applicable  requirements  of the 1933
          Act and the 1940 Act and the rules and  regulations  of the Commission
          thereunder,  the Acquiring Fund Prospectus does not include any untrue
          statement  of a  material  fact or omit to  state  any  material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein, in light of the 

                                      A-9

<PAGE>

          circumstances  under  which they were  made,  not  misleading  and the
          Registration  Statement  will not  include  any  untrue  statement  of
          material fact or omit to state any material fact required to be stated
          therein or necessary to make the statements  therein,  in light of the
          circumstances under which they were made, not misleading;

     (d)  At the Closing Date, the Trust II on behalf of the Acquiring Fund will
          have good and marketable title to the assets of the Acquiring Fund;

     (e)  The  Trust  II and the  Acquiring  Fund are  not,  and the  execution,
          delivery and  performance  of their  obligations  under this Agreement
          will not result,  in  violation  of any  provisions  of the Trust II's
          Declaration,  or By-Laws or of any agreement,  indenture,  instrument,
          contract,  lease or other  undertaking  to which  the  Trust II or the
          Acquiring  Fund is a party or by which the  Trust II or the  Acquiring
          Fund is bound;

     (f)  Except as otherwise  disclosed in writing and accepted by the Acquired
          Fund,  no  material   litigation  or   administrative   proceeding  or
          investigation of or before any court or governmental body is currently
          pending or threatened  against the Trust II or the  Acquiring  Fund or
          any of the Acquiring Fund's  properties or assets.  The Trust II knows
          of no facts  which  might form the basis for the  institution  of such
          proceedings,  and  neither  the Trust II nor the  Acquiring  Fund is a
          party to or subject to the provisions of any order, decree or judgment
          of any court or  governmental  body  which  materially  and  adversely
          affects the Acquiring Fund's business or its ability to consummate the
          transactions herein contemplated;

     (g)  The  unaudited  statement  of assets and  liabilities,  including  the
          schedule of  investments,  of the Acquiring  Fund as of April 30, 1997
          and the related statement of operations for the six months then ended,
          and the  statement of changes in net assets for the year ended October
          31,  1996,  and the six months  ended April 30, 1997  (copies of which
          have  been  furnished  to the  Acquired  Fund)  present  fairly in all
          material respects the financial  condition of the Acquiring Fund as of
          April 30, 1997 and the results of its  operations  for the period then
          ended in accordance  with  generally  accepted  accounting  principles
          consistently  applied,  and there were no known  actual or  contingent
          liabilities of the Acquiring  Fund as of the respective  dates thereof
          not disclosed therein;

     (h)  Since April 30, 1997,  there has not been any material  adverse change
          in the Acquiring Fund's financial  condition,  assets,  liabilities or
          business  other  than  changes  occurring  in the  ordinary  course of
          business, or any 

                                      A-10

<PAGE>

          incurrence  by the  Trust  II on  behalf  of  the  Acquiring  Fund  of
          indebtedness   maturing   more  than  one  year  from  the  date  such
          indebtedness was incurred,  except as disclosed to and accepted by the
          Acquired Fund;

     (i)  Each of the  Acquiring  Fund and its  predecessors  has qualified as a
          regulated  investment  company for each taxable year of its  operation
          and the Acquiring Fund will qualify as such as of the Closing Date;

     (j)  The authorized capital of the Trust II consists of an unlimited number
          of shares of beneficial  interest,  no par value per share. All issued
          and  outstanding  shares of beneficial  interest of the Acquiring Fund
          are,  and at the Closing  Date will be,  duly and  validly  issued and
          outstanding,  fully  paid  and  nonassessable  by the  Trust  II.  The
          Acquiring  Fund does not have  outstanding  any  options,  warrants or
          other  rights  to  subscribe  for or  purchase  any of its  shares  of
          beneficial interest, nor is there outstanding any security convertible
          into any of its shares of beneficial interest;

     (k)  The  execution,  delivery and  performance  of this Agreement has been
          duly authorized by all necessary action on the part of the Trust II on
          behalf of the Acquiring  Fund, and this Agreement  constitutes a valid
          and binding obligation of the Acquiring Fund enforceable in accordance
          with its terms;

     (l)  The  Acquiring  Fund Shares to be issued and delivered to the Acquired
          Fund  pursuant  to the terms of this  Agreement,  when so  issued  and
          delivered,  will be duly  and  validly  issued  shares  of  beneficial
          interest   of  the   Acquiring   Fund  and  will  be  fully  paid  and
          nonassessable by the Trust II;

     (m)  The  information  to be  furnished  by the  Acquiring  Fund for use in
          applications for orders, registration statements,  proxy materials and
          other  documents  which  may  be  necessary  in  connection  with  the
          transactions  contemplated  hereby  shall be accurate and complete and
          shall comply in all material  respects  with  federal  securities  and
          other laws and regulations applicable thereto; and

     (n)  No  consent,  approval,   authorization  or  order  of  any  court  or
          governmental  authority  is  required  for  the  consummation  by  the
          Acquiring  Fund of the  transactions  contemplated  by the  Agreement,
          except for the  registration  of the  Acquiring  Fund Shares under the
          1933 Act and the 1940 Act.

                                      A-11

<PAGE>

5.   COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

5.1  Except  as  expressly  contemplated  herein to the  contrary,  the Trust on
     behalf of the Acquired  Fund and the Trust II on behalf of Acquiring  Fund,
     will operate their respective businesses in the ordinary course between the
     date hereof and the Closing  Date, it being  understood  that such ordinary
     course of business will include  customary  dividends and distributions and
     any other  distributions  necessary or desirable to avoid federal income or
     excise taxes.

5.2  The Trust will call a meeting of the Acquired Fund shareholders to consider
     and act upon this  Agreement  and to take all  other  action  necessary  to
     obtain approval of the transactions contemplated herein.

5.3  The Acquired Fund  covenants  that the  Acquiring  Fund Shares to be issued
     hereunder  are not being  acquired by the Acquired  Fund for the purpose of
     making any distribution  thereof other than in accordance with the terms of
     this Agreement.

5.4  The Trust on behalf of the  Acquired  Fund will  provide  such  information
     within its possession or reasonably obtainable as the Trust II on behalf of
     the Acquiring  Fund requests  concerning  the  beneficial  ownership of the
     Acquired Fund's shares of beneficial interest.

5.5  Subject to the  provisions of this  Agreement,  the Acquiring  Fund and the
     Acquired Fund each shall take, or cause to be taken, all action,  and do or
     cause to be done, all things reasonably  necessary,  proper or advisable to
     consummate the transactions contemplated by this Agreement.

5.6  The Trust on behalf of the Acquired  Fund shall  furnish to the Trust II on
     behalf of the  Acquiring  Fund on the Closing Date the  Statement of Assets
     and  Liabilities  of the  Acquired  Fund  as of  the  Closing  Date,  which
     statement  shall  be  prepared  in  accordance   with  generally   accepted
     accounting  principles  consistently  applied and shall be certified by the
     Acquired  Fund's   Treasurer  or  Assistant   Treasurer.   As  promptly  as
     practicable  but in any case  within 60 days after the  Closing  Date,  the
     Acquired  Fund shall  furnish  to the  Acquiring  Fund,  in such form as is
     reasonably  satisfactory  to the Trust II, a statement  of the earnings and
     profits of the  Acquired  Fund for federal  income tax  purposes and of any
     capital  loss  carryovers  and other items that will be carried over to the
     Acquiring Fund as a result of Section 381 of the Code, and which  statement
     will be certified by the President of the Acquired Fund.

                                      A-12

<PAGE>

5.7  The Trust II on behalf of the Acquiring Fund will prepare and file with the
     Commission the  Registration  Statement in compliance with the 1933 Act and
     the 1940 Act in connection  with the issuance of the Acquiring  Fund Shares
     as contemplated herein.

5.8  The Trust on behalf of the Acquired Fund will prepare a Proxy Statement, to
     be included in the Registration  Statement in compliance with the 1933 Act,
     the Securities  Exchange Act of 1934, as amended (the "1934 Act"),  and the
     1940  Act and the  rules  and  regulations  thereunder  (collectively,  the
     "Acts") in  connection  with the  special  meeting of  shareholders  of the
     Acquired Fund to consider approval of this Agreement.

6.   CONDITIONS  PRECEDENT TO OBLIGATIONS OF THE TRUST ON BEHALF OF THE ACQUIRED
     FUND

The  obligations  of the Trust on behalf of the  Acquired  Fund to complete  the
transactions  provided  for  herein  shall be, at its  election,  subject to the
performance  by  the  Trust  II on  behalf  of the  Acquiring  Fund  of all  the
obligations to be performed by it hereunder on or before the Closing Date,  and,
in addition thereto, the following further conditions:

6.1  All  representations  and  warranties  of the  Trust  II on  behalf  of the
     Acquiring Fund contained in this Agreement shall be true and correct in all
     material respects as of the date hereof and, except as they may be affected
     by the transactions  contemplated by this Agreement, as of the Closing Date
     with the same  force and effect as if made on and as of the  Closing  Date;
     and

6.2  The Trust II on behalf of the  Acquiring  Fund shall have  delivered to the
     Acquired  Fund a  certificate  executed  in its  name  by  the  Trust  II's
     President or Vice  President and its Treasurer or Assistant  Treasurer,  in
     form and  substance  satisfactory  to the Acquired Fund and dated as of the
     Closing Date, to the effect that the  representations and warranties of the
     Trust II on behalf of the  Acquiring  Fund made in this  Agreement are true
     and correct at and as of the Closing  Date,  except as they may be affected
     by the  transactions  contemplated by this Agreement,  and as to such other
     matters  as the Trust on  behalf  of the  Acquired  Fund  shall  reasonably
     request.

7.   CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF THE  TRUST II ON  BEHALF  OF THE
     ACQUIRING FUND

                                      A-13

<PAGE>

The  obligations of the Trust II on behalf of the Acquiring Fund to complete the
transactions  provided  for  herein  shall be, at its  election,  subject to the
performance  by the Acquired Fund of all the  obligations  to be performed by it
hereunder on or before the Closing Date and, in addition thereto,  the following
conditions:

7.1  All  representations  and warranties of the Acquired Fund contained in this
     Agreement shall be true and correct in all material respects as of the date
     hereof and, except as they may be affected by the transactions contemplated
     by this Agreement, as of the Closing Date with the same force and effect as
     if made on and as of the Closing Date;

7.2  The Trust on behalf of the Acquired Fund shall have  delivered to the Trust
     II on behalf of the Acquiring Fund the Statement of Assets and  Liabilities
     of the Acquired  Fund,  together  with a list of its  portfolio  securities
     showing  the  federal  income  tax  bases  and  holding   periods  of  such
     securities, as of the Closing Date, certified by the Treasurer or Assistant
     Treasurer of the Trust;

7.3  The Trust on behalf of the Acquired Fund shall have  delivered to the Trust
     II on  behalf  of the  Acquiring  Fund on the  Closing  Date a  certificate
     executed in the name of the Acquired Fund by a President or Vice  President
     and a Treasurer or Assistant  Treasurer of the Trust, in form and substance
     satisfactory  to the Trust II on behalf of the Acquiring  Fund and dated as
     of the Closing Date, to the effect that the  representations and warranties
     of the Acquired  Fund in this  Agreement  are true and correct at and as of
     the  Closing  Date,  except  as they may be  affected  by the  transactions
     contemplated by this  Agreement,  and as to such other matters as the Trust
     II on behalf of the Acquiring Fund shall reasonably request; and

7.4  At or prior to the Closing Date, the Acquired Fund's investment adviser, or
     an affiliate thereof, shall have made all payments, or applied all credits,
     to the  Acquired  Fund  required  by  any  applicable  contractual  expense
     limitation.

8.   FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST AND THE TRUST II

The  obligations  hereunder of the Trust II on behalf of the Acquiring  Fund and
the  Trust on  behalf  of the  Acquired  Fund are each  subject  to the  further
conditions that on or before the Closing Date:

                                      A-14

<PAGE>

8.1  The  Agreement  and the  transactions  contemplated  herein shall have been
     approved by the requisite vote of the holders of the outstanding  shares of
     beneficial  interest of the Acquired Fund in accordance with the provisions
     of the  Trust's  Declaration  and  By-Laws,  and  certified  copies  of the
     resolutions  evidencing such approval by the Acquired  Fund's  shareholders
     shall have been delivered by the Acquired Fund to the Trust II on behalf of
     the Acquiring Fund;

8.2  On the Closing Date no action,  suit or other  proceeding  shall be pending
     before any court or  governmental  agency in which it is sought to restrain
     or prohibit,  or obtain  changes or other relief in connection  with,  this
     Agreement or the transactions contemplated herein;

8.3  All consents of other parties and all other consents, orders and permits of
     federal,  state and local  regulatory  authorities  (including those of the
     Commission and their  "no-action"  positions) deemed necessary by the Trust
     or the Trust II to permit  consummation,  in all material respects,  of the
     transactions  contemplated  hereby shall have been  obtained,  except where
     failure to obtain any such  consent,  order or permit  would not  involve a
     risk of a  material  adverse  effect  on the  assets or  properties  of the
     Acquiring Fund or the Acquired Fund,  provided that either party hereto may
     waive any such conditions for itself;

8.4  The  Registration  Statement shall have become effective under the 1933 Act
     and the 1940 Act and no stop orders  suspending the  effectiveness  thereof
     shall have been issued and, to the best knowledge of the parties hereto, no
     investigation  or proceeding for that purpose shall have been instituted or
     be pending, threatened or contemplated under the 1933 Act or the 1940 Act;

8.5  The  Acquired  Fund  shall  have  distributed  to  its  shareholders,  in a
     distribution  or  distributions  qualifying for the deduction for dividends
     paid under Section 561 of the Code, all of its investment  company  taxable
     income (as  defined in Section  852(b)(2)  of the Code  determined  without
     regard to Section  852(b)(2)(D) of the Code) for its taxable year ending on
     the Closing Date, all of the excess of (i) its interest  income  excludable
     from gross income under Section 103(a) of the Code over (ii) its deductions
     disallowed  under  Sections  265 and  171(a)(2) of the Code for its taxable
     year ending on the Closing  Date,  and all of its net capital gain (as such
     term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction
     by any available capital loss carryforward,  for its taxable year ending on
     the Closing Date; and

                                      A-15

<PAGE>

8.6  The  parties  shall  have  received  an  opinion  of  Hale  and  Dorr  LLP,
     satisfactory  to the Trust on behalf of the Acquired  Fund and the Trust II
     on behalf of the  Acquiring  Fund,  substantially  to the  effect  that for
     federal income tax purposes:

     (a)  The  acquisition  by the  Acquiring  Fund of all of the  assets of the
          Acquired  Fund solely in exchange for the  issuance of Acquiring  Fund
          Shares to the Acquired Fund and the  assumption of all of the Acquired
          Fund  Liabilities by the Acquiring Fund,  followed by the distribution
          by the  Acquired  Fund,  in  liquidation  of  the  Acquired  Fund,  of
          Acquiring  Fund Shares to the  shareholders  of the  Acquired  Fund in
          exchange for their shares of beneficial  interest of the Acquired Fund
          and  the   termination  of  the  Acquired  Fund,   will  constitute  a
          "reorganization" within the meaning of Section 368(a) of the Code, and
          the Acquired  Fund and the  Acquiring  Fund will each be "a party to a
          reorganization" within the meaning of Section 368(b) of the Code;

     (b)  No gain or loss will be  recognized  by the Acquired Fund upon (i) the
          transfer of all of its assets to the Acquiring Fund solely in exchange
          for the issuance of Acquiring Fund Shares to the Acquired Fund and the
          assumption  of all of the Acquired Fund  Liabilities  by the Acquiring
          Fund; and (ii) the distribution by the Acquired Fund of such Acquiring
          Fund Shares to the shareholders of the Acquired Fund;

     (c)  No gain or loss  will be  recognized  by the  Acquiring  Fund upon the
          receipt of the assets of the Acquired  Fund solely in exchange for the
          issuance of the  Acquiring  Fund Shares to the  Acquired  Fund and the
          assumption  of all of the Acquired Fund  Liabilities  by the Acquiring
          Fund;

     (d)  The basis of the assets of the Acquired Fund acquired by the Acquiring
          Fund will be, in each instance,  the same as the basis of those assets
          in the hands of the Acquired Fund immediately prior to the transfer;

     (e)  The tax holding period of the assets of the Acquired Fund in the hands
          of the  Acquiring  Fund will, in each  instance,  include the Acquired
          Fund's tax holding period for those assets;

     (f)  The  shareholders of the Acquired Fund will not recognize gain or loss
          upon the exchange of all of their shares of beneficial interest of the
          Acquired  Fund  solely  for  Acquiring  Fund  Shares  as  part  of the
          transaction;

                                      A-16

<PAGE>

     (g)  The basis of the Acquiring  Fund Shares  received by the Acquired Fund
          shareholders in the  transaction  will be the same as the basis of the
          shares of  beneficial  interest of the Acquired  Fund  surrendered  in
          exchange therefor; and

     (h)  The tax holding  period of the Acquiring  Fund Shares  received by the
          Acquired Fund shareholders will include, for each shareholder, the tax
          holding  period for the shares of the  Acquired  Fund  surrendered  in
          exchange therefor, provided that the Acquired Fund shares were held as
          capital assets on the date of the exchange.

The  Trust  II and the  Trust  agree to make and  provide  representations  with
respect to the Acquiring  Fund and the Acquired  Fund,  respectively,  which are
reasonably  necessary  to  enable  Hale  and  Dorr  LLP to  deliver  an  opinion
substantially  as set  forth in this  Paragraph  8.6.  Notwithstanding  anything
herein  to the  contrary,  neither  the  Trust  nor the  Trust II may  waive the
conditions set forth in this Paragraph 8.6.

9.   BROKERAGE FEES AND EXPENSES

9.1  The Trust II on behalf of the  Acquiring  Fund,  and the Trust on behalf of
     the Acquired Fund each represent and warrant to the other that there are no
     brokers or finders  entitled to receive any payments in connection with the
     transactions provided for herein.

9.2  The  Acquiring  Fund and the Acquired  Fund shall each be liable solely for
     its own expenses incurred in connection with entering into and carrying out
     the  provisions  of  this  Agreement   whether  or  not  the   transactions
     contemplated hereby are consummated.

10.  ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 The Trust II on behalf of the  Acquiring  Fund,  and the Trust on behalf of
     the  Acquired  Fund agree that neither  party has made any  representation,
     warranty or  covenant  not set forth  herein or referred to in  Paragraph 4
     hereof and that this Agreement constitutes the entire agreement between the
     parties.

10.2 The  representations,  warranties and covenants contained in this Agreement
     or in any document  delivered  pursuant  hereto or in  connection  herewith
     shall survive the consummation of the transactions contemplated hereunder.

                                      A-17

<PAGE>

11.  TERMINATION

11.1 This  Agreement may be terminated by the mutual  agreement of the Trust II,
     on behalf of the  Acquiring  Fund,  and the Trust on behalf of the Acquired
     Fund. In addition,  either party may at its option terminate this Agreement
     at or prior to the Closing Date:

     (a)  because  of a  material  breach  by the  other of any  representation,
          warranty, covenant or agreement contained herein to be performed at or
          prior to the Closing Date;

     (b)  because  of a  condition  herein  expressed  to be  precedent  to  the
          obligations of the terminating  party which has not been met and which
          reasonably appears will not or cannot be met;

     (c)  by  resolution  of the Trust II's Board of Trustees  if  circumstances
          should  develop that,  in the good faith  opinion of such Board,  make
          proceeding  with  the  Agreement  not in  the  best  interests  of the
          Acquiring Fund's shareholders; or

     (d)  by resolution of the Trust's Board of Trustees if circumstances should
          develop that, in the good faith opinion of such Board, make proceeding
          with the  Agreement not in the best  interests of the Acquired  Fund's
          shareholders.

11.2 In the  event of any such  termination,  there  shall be no  liability  for
     damages on the part of the Trust II, the Acquiring  Fund, the Trust, or the
     Acquired  Fund,  or the  Trustees or officers of the Trust II or the Trust,
     but each party shall bear the  expenses  incurred by it  incidental  to the
     preparation and carrying out of this Agreement.

12.  AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be
mutually  agreed upon by the authorized  officers of the Trust and the Trust II.
However,  following  the  meeting  of  shareholders  of the  Acquired  Fund held
pursuant to Paragraph  5.2 of this  Agreement,  no such  amendment  may have the
effect of changing  the  provisions  regarding  the method for  determining  the
number of Acquiring Fund Shares to be received by the Acquired Fund shareholders
under this Agreement to the detriment of such shareholders without their further
approval;  provided that nothing contained in this Article 12 

                                      A-18

<PAGE>

shall be  construed  to prohibit the parties  from  amending  this  Agreement to
change the Closing Date.

13.  NOTICES

Any notice, report,  statement or demand required or permitted by any provisions
of this Agreement  shall be in writing and shall be given by prepaid  telegraph,
telecopy or certified  mail  addressed to the Acquiring  Fund or to the Acquired
Fund, each at 101 Huntington Avenue,  Boston,  Massachusetts  02199,  Attention:
President,  and,  in either  case,  with  copies to Hale and Dorr LLP,  60 State
Street, Boston, Massachusetts 02109, Attention: Pamela J.
Wilson, Esq.

14.  HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT

14.1 The article and  paragraph  headings  contained in this  Agreement  are for
     reference  purposes  only and shall not  affect in any way the  meaning  or
     interpretation of this Agreement.

14.2 This Agreement may be executed in any number of counterparts, each of which
     shall be deemed an original.

14.3 This  Agreement  shall be governed by and construed in accordance  with the
     laws of The Commonwealth of Massachusetts.

14.4 This  Agreement  shall bind and inure to the benefit of the parties  hereto
     and their respective  successors and assigns, but no assignment or transfer
     hereof or of any rights or obligations hereunder shall be made by any party
     without  the prior  written  consent  of the other  party.  Nothing  herein
     expressed  or implied is intended or shall be  construed  to confer upon or
     give any person,  firm or  corporation,  other than the parties  hereto and
     their respective successors and assigns, any rights or remedies under or by
     reason of this Agreement.

14.5 All persons  dealing with the Trust or the Trust II must look solely to the
     property of the Trust or the Trust II, respectively, for the enforcement of
     any claims  against  the Trust or the Trust II as the  Trustees,  officers,
     agents  and  shareholders  of the Trust or the Trust II assume no  personal
     liability for obligations  entered into on behalf of the Trust or the Trust
     II,  respectively.  None of the  other  series of the Trust or the Trust II
     shall be  responsible  for any  obligations  assumed by on or behalf of the
     Acquired Fund or the Acquiring Fund, respectively, under this Agreement.

                                      A-19

<PAGE>

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
executed as of the date first set forth above by its President or Vice President
and has caused its corporate seal to be affixed hereto.

     JOHN HANCOCK INVESTMENT TRUST III on behalf of
     JOHN HANCOCK GLOBAL FUND



     By: /s/ Anne C. Hodsdon
     -----------------------------------------
              Anne C. Hodsdon
                 President




     JOHN HANCOCK WORLD FUND on behalf of
     JOHN HANCOCK GLOBAL MARKETPLACE FUND



     By: /s/ Susan S. Newton
     ------------------------------------------
                  Susan S. Newton
           Vice President and Secretary









                                      A-20

<PAGE>












                                     Thank
                                      You

                                  for mailing
                                your Proxy Card
                                   promptly!









[LOGO] JOHN HANCOCK FUNDS
       A Global Investment Management Firm

John Hancock Funds, Inc.
101 Huntington Avenue, Boston, MA 02199-7603
1-800-225-5291    1-800-554-6713 (TDD)

John Hancock
Financial Services                                                    300PX 9/97

<PAGE>

                                                                  JOHN HANCOCK

                                                                  INTERNATIONAL/
                                                                  GLOBAL FUNDS
[graphic omitted]

  PROSPECTUS
  MARCH 1, 1997

This prospectus gives vital information about these funds. For your own benefit
and protection, please read it before you invest, and keep it on hand for future
reference.

Please note that these funds:
o are not bank deposits
o are not federally insured
o are not endorsed by any bank or government agency
o are not guaranteed to achieve their goal(s)

Short-Term Strategic Income Fund may invest up to 67% in junk bonds; read risk
information carefully.

Like all mutual fund shares, these securities have not been approved or
disapproved by the Securities and Exchange Commission or any state securities
commission, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.


GROWTH

GLOBAL FUND
GLOBAL MARKETPLACE FUND
GLOBAL RX FUND
GLOBAL TECHNOLOGY FUND
INTERNATIONAL FUND
PACIFIC BASIN EQUITIES FUND


INCOME

SHORT-TERM STRATEGIC INCOME FUND
WORLD BOND FUND

[GRAPHIC OMITTED] JOHN HANCOCK FUNDS
                  A Global Investment Management Firm
  
                  101 Huntington Avenue, Boston, Massachusetts 02199-7603
<PAGE>

CONTENTS
- -------------------------------------------------------------------------------

A fund-by-fund look at goals, strategies, risks, expenses and financial history.

[GRAPHIC OMITTED] GROWTH
     GLOBAL FUND                                                      4
     GLOBAL MARKETPLACE FUND                                          6
     GLOBAL RX FUND                                                   8
     GLOBAL TECHNOLOGY FUND                                          10
     INTERNATIONAL FUND                                              12
     PACIFIC BASIN EQUITIES FUND                                     14

[GRAPHIC OMITTED] INCOME
     SHORT-TERM STRATEGIC INCOME FUND                                16
     WORLD BOND FUND                                                 18

Policies and instructions for opening, maintaining and closing an account in any
international/global fund.

     YOUR ACCOUNT
     CHOOSING A SHARE CLASS                                          20
     HOW SALES CHARGES ARE CALCULATED                                20
     SALES CHARGE REDUCTIONS AND WAIVERS                             21
     OPENING AN ACCOUNT                                              22
     BUYING SHARES                                                   23
     SELLING SHARES                                                  24
     TRANSACTION POLICIES                                            26
     DIVIDENDS AND ACCOUNT POLICIES                                  26
     ADDITIONAL INVESTOR SERVICES                                    27

Details that apply to the international/global funds as a group.

     FUND DETAILS
     BUSINESS STRUCTURE                                              28
     SALES COMPENSATION                                              29
     MORE ABOUT RISK                                                 31

     FOR MORE INFORMATION                                    BACK COVER
<PAGE>

OVERVIEW
- -------------------------------------------------------------------------------

GOAL OF THE INTERNATIONAL/GLOBAL FUNDS
John Hancock international/global funds invest in foreign and U.S. securities.
Most of the funds invest primarily in stocks and seek long-term growth of
capital. Two funds invest primarily in bonds and seek current income or maximum
total return. Each fund has its own strategy and own risk/reward profile.
Because you could lose money by investing in these funds, be sure to read all
risk disclosure carefully before investing.

WHO MAY WANT TO INVEST
These funds may be appropriate for investors who:
o are seeking to diversify a portfolio of domestic investments
o are seeking access to markets that can be less accessible to individual
  investors
o are seeking funds for the growth or income portion of an asset allocation
  portfolio
o are investing for goals that are many years in the future

International/global funds may NOT be appropriate if you:
o  are investing with a shorter time horizon in mind
o  are uncomfortable with an investment whose value may vary substantially
o  want to limit your exposure to foreign securities

THE MANAGEMENT FIRM
All John Hancock international/global funds are managed by John Hancock
Advisers, Inc. Founded in 1968, John Hancock Advisers is a wholly owned
subsidiary of John Hancock Mutual Life Insurance Company and manages more than
$19 billion in assets.


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

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

[GRAPHIC OMITTED] Portfolio securities  The primary types of securities in which
the fund invests. Secondary investments are described in "More about risk" at
the end of the prospectus.

[GRAPHIC OMITTED] Risk factors  The major risk factors associated with the fund.

[GRAPHIC OMITTED] Portfolio management  The individual or group (including
subadvisers, if any) designated by the investment adviser to handle the fund's
day-to-day management.

[GRAPHIC OMITTED] Expenses  The overall costs borne by an investor in the fund,
including sales charges and annual expenses.

[GRAPHIC OMITTED] Financial highlights  A table showing the fund's financial
performance for up to ten years, by share class. A bar chart showing total
return allows you to compare the fund's historical risk level to those of other
funds.
<PAGE>
GLOBAL FUND
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II    TICKER SYMBOL    CLASS A: JHGAX
                                                                 CLASS B: FGLOX
- -------------------------------------------------------------------------------
GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this
goal, the fund invests primarily in common stocks of foreign and U.S. companies.
The fund maintains a diversified portfolio of company and government securities
from around the world. Under normal circumstances, the fund expects to invest in
the securities markets of at least three countries at any one time, potentially
including the U.S.

The fund does not maintain a fixed allocation of assets, either with respect to
securities type or to geography.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] Under normal circumstances, the fund invests at least 65% of
assets in common stocks and convertible securities, but may invest in virtually
any type of security, foreign or domestic, including preferred and convertible
securities, warrants and investment-grade debt securities. Not counting
short-term securities, the fund generally expects that no more than 5% of assets
will be invested in debt securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS
[GRAPHIC OMITTED] As with any growth fund, the value of your investment will
fluctuate in response to stock market movements.

Because it invests internationally, the fund carries additional risks, including
currency, information, natural event and political risks. These risks, which may
make the fund more volatile than a comparable domestic growth fund, are defined
in "More about risk" starting on page 31. The risks of international investing
are higher in emerging markets such as those of Latin America, Southeast Asia
and Eastern Europe.

To the extent that the fund utilizes higher-risk securities and practices, it
takes on further risks that could adversely affect its performance. Please read
"More about risk" carefully before investing.

MANAGEMENT/SUBADVISER
[GRAPHIC OMITTED] Miren Etcheverry, John L.F. Wills and Gerardo J. Espinoza lead
the portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior vice
presidents and joined John Hancock Funds in December 1996, having been in the
investment business since 1978 and 1979, respectively. Mr. Wills is a senior
vice president of the adviser and managing director of the subadviser, John
Hancock Advisers International. He joined John Hancock Funds in 1987 and has
been in the investment business since 1969.
- -------------------------------------------------------------------------------
INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the past year, adjusted to
reflect any changes. Future expenses may be greater or less.

- -------------------------------------------------------------------------------
 SHAREHOLDER TRANSACTION EXPENSES                        CLASS A   CLASS B
- -------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                      5.00%     none
- -------------------------------------------------------------------------------
 Maximum sales charge imposed on reinvested dividends     none      none
- -------------------------------------------------------------------------------
 Maximum deferred sales charge                            none(1)   5.00%
- -------------------------------------------------------------------------------
 Redemption fee(2)                                        none      none
- -------------------------------------------------------------------------------
 Exchange fee                                             none      none
- -------------------------------------------------------------------------------
<PAGE>

- -------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- -------------------------------------------------------------------------------
 Management fee(3)                       0.96%     0.96%
- -------------------------------------------------------------------------------
 12b-1 fee(4)                            0.30%     1.00%
- -------------------------------------------------------------------------------
 Other expenses                          0.63%     0.63%
- -------------------------------------------------------------------------------
 Total fund operating expenses           1.89%     2.59
- -------------------------------------------------------------------------------

EXAMPLE The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- -------------------------------------------------------------------------------
 SHARE CLASS                               YEAR 1  YEAR 3   YEAR 5   YEAR 10
- -------------------------------------------------------------------------------
 Class A shares                              $68     $106     $147     $260
- -------------------------------------------------------------------------------
 Class B shares
   Assuming redemption at end of period      $76     $111     $158     $275
- -------------------------------------------------------------------------------
   Assuming no redemption                    $26     $ 81     $138     $275
- -------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Includes a subadviser fee equal to 0.70% of the fund's net assets.
(4) Because of the 12b-1 fee, long-term shareholders may indirectly
    pay more than the equivalent of the maximum permitted front-end sales
    charge.

- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS 
INDICATED BY CLASS
B YEAR-BY-YEAR TOTAL
INVESTMENT 
RETURN (%)          35.42(4)                7.05   30.22           14.04                 34.95       7.97                   9.10
- ---------------------------------------------------------------------------------------------------------------------------------
(scale varies from             (16.97)(4)                 (10.42)             (3.85)                           (1.01)
fund to fund)

- ---------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD ENDED:                                               10/92(1)       10/93        10/94       10/95      10/96
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>            <C>          <C>         <C>        <C>
 PER SHARE OPERATING PERFORMANCE
- ---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                  $11.31         $10.55       $14.30      $14.16     $12.67
- -------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                           (0.04)(2)      (0.10)(2)    (0.07)(2)   (0.03)(2)  (0.02)(2)
- ---------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments and foreign
   currency transactions                                                (0.72)          3.85         1.24       (0.13)      1.20
- ---------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                       (0.76)          3.75         1.17       (0.16)      1.18
- ---------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                  --            --         (1.31)      (1.33)     (0.88)
- ---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                         $10.55        $14.30       $14.16      $12.67     $12.97
- ---------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                      (6.72)(4)      35.55         8.64       (0.37)      9.87
- ---------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                          76,980         90,787      100,973      93,597     94,746
- ---------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                             2.47(5)        2.12         1.98        1.87       1.88
- ---------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average net assets (%)        (0.60)(5)      (0.86)       (0.54)      (0.23)     (0.19)
- ---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                               69            108           61          60         98
- ---------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(6) ($)                                 N/A            N/A          N/A         N/A     0.0221

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
 CLASS B - 
  PERIOD ENDED:       5/87(7)   10/87(8)   10/88   10/89   10/90  10/91       10/92    10/93      10/94       10/95       10/96
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>        <C>     <C>     <C>     <C>        <C>       <C>       <C>         <C>         <C>
 PER SHARE OPERATING
   PERFORMANCE
- ---------------------------------------------------------------------------------------------------------------------------------
 Net asset value,
   beginning
   of period        $9.60      $13.00     $10.42  $10.67  $13.58  $ 9.94     $10.92     $10.50     $14.17     $13.93      $12.36
- ---------------------------------------------------------------------------------------------------------------------------------
 Net investment
   income (loss)     0.08       (0.05)      0.01   (0.10)  (0.02)  (0.01)(2)  (0.12)(2)  (0.15)(2)  (0.15)(2)  (0.11)(2)  (0.10)(2)
- ---------------------------------------------------------------------------------------------------------------------------------
 Net realized and
   unrealized gain
   (loss) on
   investments and
   foreign currency
   transactions      3.32       (2.08)      0.69    3.25   (1.12)   1.35      (0.30)      3.82       1.22      (0.13)       1.16
- ---------------------------------------------------------------------------------------------------------------------------------
 Total from 
  investment 
  operations         3.40       (2.13)      0.70    3.15   (1.14)   1.34      (0.42)      3.67       1.07      (0.24)       1.06
- ---------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
   Distributions
    from ne
    investment
    income           --          (0.12)      --    (0.01)   --      --         --         --         --         --          --
- ---------------------------------------------------------------------------------------------------------------------------------
   Distributions 
    from net 
    realized
    gain on
    investments
    sold and
    foreign
    currency
    transactions     --         (0.33)     (0.45)  (0.23)  (2.50)  (0.36)      --         --        (1.31)     (1.33)      (0.88)
- ---------------------------------------------------------------------------------------------------------------------------------
   Total
   distributions     --         (0.45)     (0.45)  (0.24)  (2.50)  (0.36)      --         --        (1.31)     (1.33)      (0.88)
- ---------------------------------------------------------------------------------------------------------------------------------
 Net asset value,
  end of period    $13.00      $10.42     $10.67  $13.58   $9.94  $10.92     $10.50     $14.17     $13.93     $12.36      $12.54
- --------------------------------------------------------------------------------------------------------------------------------- 
TOTAL INVESTMENT
  RETURN AT NET
  ASSET
  VALUE(3)(%)       35.42(4)   (16.97)(4)   7.05   30.22  (10.42)  14.04      (3.85)     34.95       7.97      (1.01)       9.10
- ---------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND
  SUPPLEMENTAL
  DATA
- ---------------------------------------------------------------------------------------------------------------------------------
 Net assets, 
  end of period
 (000s omitted)($) 62,264      50,883     34,380  35,596  33,281  28,686     11,475     19,340     31,822     24,570      27,599
- ---------------------------------------------------------------------------------------------------------------------------------
 Ratio of 
  expenses to
  average net
  assets (%)         2.38(5      2.56(5)    2.55    2.30    2.46    2.60       2.68       2.49       2.59      2.57         2.54
- ---------------------------------------------------------------------------------------------------------------------------------
 Ratio of net
  investment
  income (loss)
  to average
  net assets(%)      0.99(5)    (0.78)(5)   0.09   (0.47)  (0.59)  (0.12)     (1.03)     (1.25)     (1.12)     (0.89)      (0.83)
- ---------------------------------------------------------------------------------------------------------------------------------
 Portfolio 
  turnover rate(%)     91          81        142     138      58     106         69        108         61         60          98
- ---------------------------------------------------------------------------------------------------------------------------------
 Average brokerage
  commission
  rate(6)($)          N/A         N/A        N/A     N/A     N/A     N/A        N/A        N/A        N/A        N/A      0.0221
- ---------------------------------------------------------------------------------------------------------------------------------

(1) Class A shares commenced operations on January 3, 1992.
(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) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
(7) For the period September 2, 1986 (commencement of operations) to May 31, 1987.
(8) For the period June 1, 1987 to October 31, 1987.
</TABLE>

<PAGE>

GLOBAL MARKETPLACE FUND
REGISTRANT NAME: JOHN HANCOCK WORLD FUND        TICKER SYMBOL    CLASS A: JHGMX
                                                                 CLASS B: JHMBX
- -------------------------------------------------------------------------------

GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks long-term capital appreciation. To pursue this
goal, the fund invests primarily in foreign and U.S. stocks of companies that
merchandise goods and services to consumers or to consumer companies. The fund
seeks companies of any size that appear to possess a competitive advantage, such
as a unique product or distribution method, new technologies or innovative
marketing or sales methods. Under normal circumstances, the fund invests at
least 65% of assets in these companies, and expects to invest in the securities
markets of at least three countries at any one time, potentially including the
U.S.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] The fund invests primarily in the common stocks of U.S. and
foreign companies. It also may invest in warrants, preferred stocks and
convertible securities.

For liquidity and flexibility, the fund may invest up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS
[GRAPHIC OMITTED] As with any growth fund, the value of your investment will
fluctuate in response to stock market movements. Because the fund concentrates
on a single sector (consumer businesses), its performance may be
disproportionately affected by a few key factors, such as economic conditions
and consumer confidence levels.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31.

To the extent that the fund invests in smaller capitalization companies or
emerging markets, or utilizes higher-risk securities and practices, it takes on
further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

PORTFOLIO MANAGEMENT
[GRAPHIC OMITTED] Bernice S. Behar, CFA, leader of the fund's portfolio
management team since the fund's inception in September 1994, is a senior vice
president of the adviser. She joined the adviser in 1991 and has been in the
investment business since 1986.

- -------------------------------------------------------------------------------
INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below are based on expenses for the past year, adjusted
to reflect any changes. Future expenses may be greater or less.

- -------------------------------------------------------------------------------
 SHAREHOLDER TRANSACTION EXPENSES                      CLASS A   CLASS B
- -------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                     5.00%     none
- -------------------------------------------------------------------------------
 Maximum sales charge imposed on 
 reinvested dividends                                    none      none
- -------------------------------------------------------------------------------
 Maximum deferred sales charge                           none(1)   5.00%
- -------------------------------------------------------------------------------
 Redemption fee(2)                                       none      none
- -------------------------------------------------------------------------------
 Exchange fee                                            none      none
- -------------------------------------------------------------------------------
<PAGE>

 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- -------------------------------------------------------------------------------
 Management fee (after expense limitation)(3)           0.22%      0.22%
- -------------------------------------------------------------------------------
 12b-1 fee(4)                                           0.30%      1.00%
- -------------------------------------------------------------------------------
 Other expenses                                         1.02%      1.02%
- -------------------------------------------------------------------------------
 Total fund operating expenses (after limitation)(3)    1.54%      2.24%
- -------------------------------------------------------------------------------

EXAMPLE The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- -------------------------------------------------------------------------------
 SHARE CLASS                            YEAR 1  YEAR 3   YEAR 5   YEAR 10
- -------------------------------------------------------------------------------
 Class A shares                          $65     $96      $130     $224
- -------------------------------------------------------------------------------
 Class B shares
- -------------------------------------------------------------------------------
   Assuming redemption at end of period  $73     $100     $140     $240
- -------------------------------------------------------------------------------
   Assuming no redemption                $23     $ 70     $120     $240
- -------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Reflects the adviser`s agreement to limit expenses (except for 12b-1 and
    transfer agent expenses). Without this limitation, management fees would be
    0.80% for each class and total fund operating expenses would be 2.12% for
    Class A and 2.82% for Class B. The adviser may terminate this limitation at
    any time.
(4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more
    than the equivalent of the maximum permitted front-end sales charge.

<PAGE>

- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)                  35.61(5)    31.94          0.99(5)
- -----------------------------------------------------------------------------------------------------------------------------------
(scale varies from fund to fund)                                                                                          two
                                                                                                                         months
- -----------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD ENDED:                                                                     8/95(1)       8/96        10/96(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>         <C>          <C>
 PER SHARE OPERATING PERFORMANCE
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                                         $8.50      $11.49        $15.16
- -----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                                                  0.01(3)    (0.08)(3)     (0.02)(3)
- -----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments and
 foreign currency transactions                                                                 3.01        3.75          0.17
- -----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                                              3.02        3.67          0.15
- -----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- -----------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                                                       (0.01)        --           --
- -----------------------------------------------------------------------------------------------------------------------------------
   Distributions in excess of net investment income                                           (0.02)        --           --
- -----------------------------------------------------------------------------------------------------------------------------------
   Total distributions                                                                        (0.03)        --           --
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                              $11.49      $15.16       $15.31
- -----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%)                                            35.61(5)    31.94         0.99(5)
- -----------------------------------------------------------------------------------------------------------------------------------
 Total Adjusted Investment Return at Net Asset Value(4,6) (%)                                 28.69(5)    29.69         0.89(5)
- -----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                                                   712      16,966       21,782
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                                                   1.50(7)     1.45         1.54(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted expenses to average net assets(8) (%)                                       9.00(7)     3.70         2.12(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average net assets (%)                                0.06(7)    (0.57)       (0.70)(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net investment income (loss) to average net assets(8) (%)                  (7.44)(7)   (2.82)       (1.28)(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                                     63          52           12
- -----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share  ($)                                                                  0.65(3)     0.31         0.02
- -----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(9) ($)                                                       N/A      0.0140       0.0079

- -----------------------------------------------------------------------------------------------------------------------------------
 CLASS B - PERIOD ENDED:                                                                                 8/96(1)       10/96(2)
- -----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE OPERATING PERFORMANCE
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                                                    $11.95       $15.09
- -----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                                                            (0.11)(3)     (0.04)(3)
- -----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments and foreign currency transactions                 3.25          0.17
- -----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                                                         3.14          0.13
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                                         $15.09        $15.22
- -----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%)                                                       26.28(5)       0.86(5)
- -----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted investment return at net asset value(4,6) (%)                                            25.50(5)       0.76(5)
- -----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                                                           22,246        30,133
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                                                              2.15(7)       2.24(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted expenses to average net assets(8) (%)                                                  3.49(7)       2.82(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average net assets (%)                                         (1.28)(7)     (1.42)(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net investment income (loss) to average net assets(8) (%)                             (2.62)(7)     (2.00)(7)
- -----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                                                52            12
- -----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share  ($)                                                                             0.11          0.02
- -----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(9) ($)                                                               0.0140        0.0079
- -----------------------------------------------------------------------------------------------------------------------------------

(1) Class A and Class B shares commenced operations September 29, 1994 and January 22, 1996, respectively.
(2) Effective October 31, 1996, the fiscal year end changed from August 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.
(9) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
</TABLE>

<PAGE>

GLOBAL RX FUND
REGISTRANT NAME: JOHN HANCOCK WORLD FUND         TICKER SYMBOL    CLASS A: JHGRX
                                                                  CLASS B: JHRBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this
goal, the fund invests primarily in stocks of foreign and U.S. health care
companies. The fund defines health care companies as those deriving at least
half of their gross revenues, or committing at least half of their gross assets,
to health care-related activities. Under normal circumstances, the fund invests
at least 65% of assets in these companies, including small- and medium-sized
companies. The fund expects to invest in the securities markets of at least
three countries at any one time, potentially including the U.S. Because the fund
is non-diversified, it may invest more than 5% of assets in securities of a
single issuer.

The fund has an independent advisory board composed of scientific and medical
experts to provide advice and consultation on health care developments.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] The fund invests primarily in foreign and domestic common
stocks, and may invest in warrants, preferred stocks and convertible debt
securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS
[GRAPHIC OMITTED] As with any growth fund, the value of your investment will
fluctuate in response to stock market movements. Because the fund concentrates
on a single sector (health care), and because this sector has historically been
volatile, investors should expect above-average volatility.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31.

To the extent that the fund invests in smaller capitalization companies or
utilizes higher-risk securities and practices, it takes on further risks that
could adversely affect its performance. Please read "More about risk" carefully
before investing.

PORTFOLIO MANAGEMENT
[GRAPHIC OMITTED] Linda I. Miller, CFA, leader of the fund's portfolio
management team since January 1996, is a vice president of the adviser. She
joined John Hancock Funds in November 1995 and has been in the investment
business with a focus on the health care industry since 1980.

INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the past year, adjusted to
reflect any changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 Shareholder transaction expenses               Class A           Class B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)             5.00%               none
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on
 reinvested dividends                            none                none
- --------------------------------------------------------------------------------
 Maximum deferred sales charge                   none(1)             5.00%
- --------------------------------------------------------------------------------
 Redemption fee(2)                               none                none
- --------------------------------------------------------------------------------
 Exchange fee                                    none                none
- --------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
 Management fee                                  0.80%               0.80%
- --------------------------------------------------------------------------------
 12b-1 fee(3)                                    0.30%               1.00%
- --------------------------------------------------------------------------------
 Other expenses                                  0.82%               0.82%
- --------------------------------------------------------------------------------
 Total fund operating expenses                   1.92%               2.62%
- --------------------------------------------------------------------------------

EXAMPLE  The table below shows what you would pay
if you invested $1,000 over the various time frames indicated. The example
assumes you reinvested all dividends and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 SHARE CLASS                  YEAR 1     YEAR 3      YEAR 5      YEAR 10
 Class A shares                $69        $107        $148        $263
- --------------------------------------------------------------------------------
 Class B shares
- --------------------------------------------------------------------------------
   Assuming redemption
   at end of period            $77        $111        $159        $278
- --------------------------------------------------------------------------------
   Assuming no redemption      $27        $81         $139        $278
- --------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more 
    than the equivalent of the maximum permitted front-end sales charge.
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 
[GRAPHIC OMITTED] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL
INVESTMENT RETURN (%)                                                33.40(5)     30.89     23.39     18.39     0.30     
- ----------------------------------------------------------------------------------------------------------------------------------
(scale varies from fund to fund)                                                                                         (1.26)(5)
                                                                                                                          two
                                                                                                                         months

- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD ENDED:                                             8/92(1)      8/93      8/94      8/95      8/96      10/96(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>         <C>       <C>       <C>       <C>        <C>   
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                $10.00      $13.34    $13.38    $16.51    $21.61     $25.43
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                         (0.03)      (0.23)    (0.32)    (0.36)(3) (0.19)(3)  (0.05)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments
 and foreign currency transactions                                     3.37        0.27      3.45      5.46      4.15      (0.27)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                      3.34        0.04      3.13      5.10      3.96      (0.32)
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from net realized gain on investments
   sold and foreign currency transactions                               --          --        --        --      (0.14)       --
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                      $13.34      $13.38    $16.51    $21.61    $25.43     $25.11
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%)                    33.40(5)     0.30     23.39     30.89     18.39      (1.26)(5)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted investment return at net asset 
 value(4,6) (%)                                                       32.11(5)     0.04       --        --        --         --
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                        14,702      15,647    18,643    24,394    42,405     42,618
 Ratio of expenses to average net assets (%)                           1.98(7)     2.50      2.55      2.56      1.80       1.92(7)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted expenses to average net assets(8) (%)               3.39(7)     2.76       --        --        --         --
 Ratio of net investment income (loss) to average net
 assets (%)                                                          (0.51)(7)    (1.67)    (2.01)    (1.99)    (0.75)     (1.04)(7)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net investment income (loss) to average
 net assets(8) (%)                                                   (1.92)(7)    (1.93)      --        --        --         --
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                            48           93        52        38        68         24
- ----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share  ($)                                        0.085        0.035       --        --        --         --
- ----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(9) ($)                              N/A          N/A       N/A       N/A    0.0181    0.0726

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS B - PERIOD ENDED:                                                                    8/94(1)   8/95      8/96      10/96(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>       <C>       <C>        <C>   
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                                      $17.29    $16.46    $21.35     $24.94
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                                               (0.17)(3) (0.55)(3) (0.34)(3)  (0.08)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments
  and foreign currency transactions                                                         (0.66)     5.44      4.07      (0.26)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                                                 (0.83)    4.89    3.73   (0.34)
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                                     --        --      (0.14)       --
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                                   $16.46  $21.35  $24.94   $24.60
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%)                                          (4.80)(5) 29.71     17.53      (1.36)(5)
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                                                      1,071   6,333  36,591   37,521
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                                                 3.34(7)   3.45      2.42       2.62(7)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average net
   assets (%)                                                                               (2.65)(7) (2.91)    (1.33)     (1.74)(7)
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                                   52        38        68         24
- ----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(9) ($)                                                     N/A       N/A    0.0181     0.0726
- ----------------------------------------------------------------------------------------------------------------------------------

(1) Class A and Class B shares commenced operations on October 1, 1991 and March 7, 1994, respectively.
(2) Effective October 31, 1996, the fiscal year end changed from August 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.
(9) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
</TABLE>

<PAGE>

GLOBAL TECHNOLOGY FUND
REGISTRANT NAME: JOHN HANCOCK SERIES TRUST         TICKER SYMBOL  CLASS A: NTTFX
                                                                  CLASS B: FGTBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this
goal, the fund invests primarily in stocks of foreign and U.S. companies that
rely extensively on technology in their product development or operations. Under
normal circumstances, the fund invests at least 65% of assets in these
companies, and expects to invest in the securities markets of at least three
countries at any one time, potentially including the U.S. Income is a secondary
goal.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] The fund invests primarily in foreign and domestic common
stocks, and may invest in warrants, preferred stocks and convertible debt
securities. The fund may invest up to 10% of assets in debt securities of any
maturity. These may include securities rated as low as CC/Ca and their unrated
equivalents. Bonds rated lower than BBB/Baa are considered junk bonds.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, including restricted securities, and
may engage in other investment practices.

RISK FACTORS
[GRAPHIC OMITTED] As with any growth fund, the value of your investment will
fluctuate in response to stock market movements. Because the fund concentrates
on a single sector (technology), and because this sector has historically been
volatile, investors should expect above-average volatility.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31. The risks of international
investing are higher in emerging markets such as those of Latin America, Asia
and Eastern Europe. To the extent that the fund invests in smaller
capitalization companies or junk bonds, it further increases the chances for
fluctuations in share price and total return. Please read "More about risk"
carefully before investing.

MANAGEMENT/SUBADVISER
[GRAPHIC OMITTED] Barry J. Gordon and Marc H. Klee lead the fund's management
team, as they have since the fund's inception in 1983. They are principals of
American Fund Advisors, Inc. (AFA), which was the fund's adviser until 1991.
Since 1991, AFA has been the fund's subadviser.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the past year, adjusted to
reflect any changes. Future expenses may be greater or less.


- --------------------------------------------------------------------------------
 SHAREHOLDER TRANSACTION EXPENSES                    CLASS A       CLASS B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                  5.00%         none
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on
 reinvested dividends                                 none          none
- --------------------------------------------------------------------------------
 Maximum deferred sales charge                        none(1)       5.00%
- --------------------------------------------------------------------------------
 Redemption fee(2)                                    none          none
- --------------------------------------------------------------------------------
 Exchange fee                                         none          none
- --------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
 Management fee(3)                                    0.79%         0.79%
- --------------------------------------------------------------------------------
 12b-1 fee(4)                                         0.30%         1.00%
- --------------------------------------------------------------------------------
 Other expenses                                       0.48%         0.48%
- --------------------------------------------------------------------------------
 Total fund operating expenses                        1.57%         2.27%
- --------------------------------------------------------------------------------

EXAMPLE The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.


- --------------------------------------------------------------------------------
 SHARE CLASS                  YEAR 1      YEAR 3      YEAR 5      YEAR 10
- --------------------------------------------------------------------------------
 Class A shares                $65         $97         $131        $227
- --------------------------------------------------------------------------------
 Class B shares
- --------------------------------------------------------------------------------
   Assuming redemption
   at end of period            $73         $101        $142        $243
- --------------------------------------------------------------------------------
   Assuming no redemption      $23         $71         $122        $243
- --------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Includes a subadviser fee that will not exceed 0.40% of the fund's net
    assets.
(4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more 
    than the equivalent of the maximum permitted front-end sales charge.
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED] The figures below have been audited by the fund's
independent auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS 
INDICATED BY CLASS A
YEAR-BY-YEAR TOTAL 
INVESTMENT RETURN (%)    2.89     2.84     10.48     16.61                33.05     5.70     32.06     9.62      46.53      5.22(4)
- ----------------------------------------------------------------------------------------------------------------------------------
(scale varies from fund                                        (18.46)                                                       ten
to fund)                                                                                                                    months

- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD
 ENDED:                 12/86    12/87     12/88    12/89       12/90     12/91    12/92     12/93    12/94      12/95     10/96(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>       <C>       <C>        <C>       <C>      <C>       <C>      <C>        <C>       <C>   
 PER SHARE OPERATING 
 PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, 
 beginning of period   $13.57   $13.80    $13.98    $15.31     $16.93    $12.44   $15.60    $14.94   $17.45     $17.84    $24.51
 Net investment 
 income (loss)           0.14     0.15      0.15      0.10      (0.04)     0.05    (0.15)    (0.21)   (0.22)(2)  (0.22)(2) (0.14)(2)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and
 unrealized gain 
 (loss) on
 investments and
 foreign currency
 transactions            0.25     0.26      1.32      2.43      (3.09)     4.11     1.00      4.92     1.87       8.53      1.42
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment
 operations              0.39     0.41      1.47      2.53      (3.13)     4.16     0.85      4.71     1.65       8.31      1.28
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
   Dividends from net
   investment income    (0.16)   (0.23)    (0.14)    (0.13)       --      (0.04)     --        --       --         --        --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from
   net realized gain on
   investments and 
   foreign currency
   transactions           --       --        --      (0.78)     (1.36)    (0.96)   (1.51)    (2.20)   (1.26)     (1.64)      --
- ----------------------------------------------------------------------------------------------------------------------------------
   Total distributions  (0.16)   (0.23)    (0.14)    (0.91)     (1.36)    (1.00)   (1.51)    (2.20)   (1.26)     (1.64)      --
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end
 of period             $13.80   $13.98    $15.31    $16.93     $12.44    $15.60   $14.94    $17.45   $17.84     $24.51    $25.79
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT 
 RETURN AT NET ASSET
 VALUE(3) (%)            2.89     2.84     10.48     16.61     (18.46)    33.05     5.70     32.06     9.62      46.53      5.22(4)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted 
 investment return
 at net asset 
 value(3,5)               --       --        --        --         --        --      5.53       --       --       46.41       --
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of
 period (000s 
 omitted) ($)          56,927   44,224    38,594    40,341     28,864    31,580   32,094  41,749     52,193    155,001   166,010
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to
 average net assets (%)  1.75     1.63      1.75      1.90       2.36      2.32     2.05    2.10    2.16    1.67   1.57(6)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted
 expenses to average
 net assets(7) (%)        --       --        --        --         --        --      2.22       --       --        1.79       --
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net 
 investment income
 (loss) to average
 net assets (%)          0.77     0.75      0.89      0.60      (0.28)     0.34    (0.88)    (1.49)   (1.25)     (0.89)    (0.68)(6)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted 
 net investment 
 income (loss) to
 average net 
 assets(7) (%)            --       --        --        --         --        --     (1.05)      --       --       (1.01)      --
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover
 rate (%)                   6        9        12        30         38        67       76        86       67         70        64
- ----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per
 share  ($)               --       --        --        --         --        --      0.03       --       --        0.02(2)    --
- ----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage
 commission rate(8) ($)   N/A      N/A       N/A       N/A        N/A       N/A      N/A       N/A      N/A        N/A    0.0685
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS B - PERIOD ENDED:                                                                             12/94(9)    12/95     10/96(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>        <C>       <C>   
 PER SHARE OPERATING
 PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value,
 beginning of period                                                                                 $17.24     $17.68    $24.08
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income
 (loss)                                                                                               (0.35)(2)  (0.39)(2) (0.28)(2)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and 
 unrealized gain (loss)
 on investments                                                                                        2.05       8.43      1.40
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment
 operations                                                                                            1.70       8.04      1.12
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
   Distributions from
   net realized gain
   on investments sold                                                                                (1.26)     (1.64)      --
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of
 period                                                                                              $17.68     $24.08    $25.20
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN
 AT NET ASSET VALUE(3) (%)                                                                            10.02      45.42      4.65(4)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted investment
 return at net asset
 value(3,5)                                                                                             --       45.30       --
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period
 (000s omitted) ($)                                                                                   9,324     35,754    50,949
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to
 average net assets (%)                                                                                2.90(6)    2.41      2.27(6)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted
 expenses to average
 net assets(7) (%)                                                                                      --        2.53       --
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment
 income (loss) to average
 net assets (%)                                                                                       (1.98)(6)  (1.62)    (1.38)(6)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net
 investment income (loss) to
 average net assets(7) (%)                                                                              --       (1.74)      --
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                                             67         70        64
- ----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share  ($)                                                                                 --   0.03(2)     --
- ----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage
 commission rate(8) ($)                                                                                 N/A        N/A    0.0685
- ----------------------------------------------------------------------------------------------------------------------------------

(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) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods
    shown.
(6) Annualized.
(7) Unreimbursed, without fee reduction.
(8) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
(9) Class B shares commenced operations on January 3, 1994.
</TABLE>

<PAGE>

International Fund
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II     TICKER SYMBOL    CLASS A: FINAX
                                                                  CLASS B: FINBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this
goal, the fund invests primarily in stocks of foreign companies. Under normal
circumstances, the fund invests at least 65% of assets in these companies. The
fund maintains a diversified portfolio of company and government securities from
around the world, and generally expects that at any one time it will invest in
the securities markets of at least three non-U.S. countries.

The fund does not maintain a fixed allocation of assets, either with respect to
securities type or to geography. The fund looks for companies of any size whose
earnings show strong growth or that appear to be undervalued.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] Under normal circumstances, the fund invests primarily in
common stocks and other equity securities, but may invest in almost any type of
security, foreign or domestic, including preferred and convertible securities,
warrants and investment-grade debt securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS
[GRAPHIC OMITTED] As with any growth fund, the value of your investment will
fluctuate in response to stock market movements.

Because it invests internationally, the fund carries additional risks, including
currency, information, natural event and political risks. These risks, which may
make the fund more volatile than a comparable domestic growth fund, are defined
in "More about risk" starting on page 31. The risks of international investing
are higher in emerging markets such as those of Latin America, Asia and Eastern
Europe.

To the extent that the fund invests in smaller capitalization companies or
utilizes higher-risk securities and practices, it takes on further risks that
could adversely affect its performance. Please read "More about risk" carefully
before investing.

MANAGEMENT/SUBADVISER

[GRAPHIC OMITTED] Miren Etcheverry, John L.F. Wills and Gerardo J. Espinoza lead
the fund's portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior
vice presidents and joined John Hancock Funds in December 1996, having been in
the investment business since 1978 and 1979, respectively. Mr. Wills is a senior
vice president of the adviser and managing director of the subadviser, John
Hancock Advisers International. He joined John Hancock Funds in 1987 and has
been in the investment business since 1969.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the past fiscal year,
adjusted to reflect any changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 SHAREHOLDER TRANSACTION EXPENSES                     CLASS A       CLASS B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                   5.00%          none
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on
 reinvested dividends                                  none           none
- --------------------------------------------------------------------------------
 Maximum deferred sales charge                         none(1)        5.00%
- --------------------------------------------------------------------------------
 Redemption fee(2)                                     none           none
- --------------------------------------------------------------------------------
 Exchange fee                                          none           none
- --------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
 Management fee (after expense limitation)(3,4)        0.00%          0.00%
- --------------------------------------------------------------------------------
 12b-1 fee(5)                                          0.30%          1.00%
- --------------------------------------------------------------------------------
 Other expenses (after limitation)(3)                  1.45%          1.45%
- --------------------------------------------------------------------------------
 Total fund operating expenses (after limitation)(3)   1.75%          2.45%
- --------------------------------------------------------------------------------

Example  The table below shows what you would pay
if you invested $1,000 over the various time frames indicated. The example
assumes you reinvested all dividends and that the average annual return was 5%.


- --------------------------------------------------------------------------------
 SHARE CLASS                      YEAR 1     YEAR 3      YEAR 5      YEAR 10
- --------------------------------------------------------------------------------
 Class A shares                    $67        $102        $140        $246
- --------------------------------------------------------------------------------
 Class B shares
   Assuming redemption
   at end of period                $75        $106        $151        $261
- --------------------------------------------------------------------------------
   Assuming no redemption          $25        $76         $131        $261
- --------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Reflects the adviser`s agreement to limit expenses (except for 12b-1 and
    transfer agent expenses). Without this limitation, management fees would be
    1.00% for each class, other expenses would be 2.02% for each class and total
    fund operating expenses would be 3.32% for Class A and 4.02% for Class B.
    The adviser may terminate this limitation at any time.
(4) Includes a subadviser fee equal to 0.70% of the fund's net assets.
(5) Because of the 12b-1 fee, long-term shareholders may indirectly pay more
    than the equivalent of the maximum permitted front-end sales charge.

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

[GRAPHIC OMITTED] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)                       1.77(4)                 6.88
- -----------------------------------------------------------------------------------------------------------------------------------
(scale varies from fund to fund)                                                                               (4.96)

- -----------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD ENDED:                                                                          10/94(1)     10/95      10/96
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>        <C>  
 PER SHARE OPERATING PERFORMANCE
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                                             $8.50        $8.65      $8.14
- -----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                                                      0.07(2)      0.04       0.06(2)
- -----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments and
 foreign currency transactions                                                                     0.08        (0.47)      0.50
- -----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                                                  0.15        (0.43)      0.56
- -----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- -----------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                                                             --         (0.03)       --
- -----------------------------------------------------------------------------------------------------------------------------------
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                                           --         (0.05)       --
- -----------------------------------------------------------------------------------------------------------------------------------
   Total distributions                                                                              --         (0.08)       --
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                                   $8.65        $8.14      $8.70
- -----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                                                 1.77(4)     (4.96)      6.88
- -----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted investment return at net asset value(3,5) (%)                                     (0.52)(4)    (8.12)      5.33
- -----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                                                     4,426        4,215      5,098
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                                                       1.50(6)      1.64       1.75
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted expenses to average net assets(7) (%)                                           3.79(6)      4.80       3.30
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average net assets (%)                                   1.02(6)      0.56       0.68
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net investment income (loss) to average
 net assets(7) (%)                                                                                (1.27)(6)    (2.60)     (0.87)
- -----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                                         50           69         83
- -----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share  ($)                                                                      0.16(2)      0.25(2)    0.14(2)
- -----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(8) ($)                                                           N/A          N/A     0.0192

- -----------------------------------------------------------------------------------------------------------------------------------
 CLASS B - PERIOD ENDED:                                                                          10/94(1)     10/95      10/96
- -----------------------------------------------------------------------------------------------------------------------------------
 PER SHARE OPERATING PERFORMANCE
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                                             $8.50        $8.61      $8.05
- -----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                                                      0.02(2)     (0.03)      0.00(2,9)
- -----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments and
 foreign currency transactions                                                                     0.09        (0.48)      0.50
- -----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                                                  0.11        (0.51)      0.50
- -----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- -----------------------------------------------------------------------------------------------------------------------------------
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                                           --         (0.05)       --
- -----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                                   $8.61        $8.05      $8.55
- -----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                                                 1.29(4)     (5.89)      6.21
- -----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted investment return at net asset value(3,5) (%)                                     (1.00)(4)    (9.05)      4.66
- -----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                                                     3,948        3,990      8,175
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                                                       2.22(6)      2.52       2.45
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted expenses to average net assets(7) (%)                                           4.51(6)      5.68       4.00
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average net assets (%)                                   0.31(6)     (0.37)      0.02
- -----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net investment income (loss) to average
 net assets(7) (%)                                                                                (1.98)(6)    (3.53)     (1.53)
- -----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                                         50           69         83
- -----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share  ($)                                                                      0.16(2)      0.25(2)    0.14(2)
- -----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(8) ($)                                                           N/A          N/A     0.0192
- -----------------------------------------------------------------------------------------------------------------------------------

(1) Class A and Class B shares commenced operations on January 3, 1994.
(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) Unreimbursed, without fee reduction.
(8) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
(9) Less than one cent per share.
</TABLE>

<PAGE>

PACIFIC BASIN EQUITIES FUND
REGISTRANT NAME: JOHN HANCOCK WORLD FUND         TICKER SYMBOL    CLASS A: JHWPX
                                                                  CLASS B: FPBBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this
goal, the fund invests primarily in a diversified portfolio of stocks of Pacific
Basin companies. The Pacific Basin includes countries bordering the Pacific
Ocean. Under normal circumstances, the fund invests at least 65% of assets in
these companies, with the balance invested in equities of companies not in the
Pacific Basin countries and in investment-grade debt securities of U.S.,
Japanese, Australian and New Zealand issuers.

The fund does not maintain a fixed allocation of assets. The fund may at times
invest less than 65% of assets in Pacific Basin equities.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] Under normal circumstances, the fund invests primarily in
common stocks and other equity securities, but may invest in virtually any type
of security, foreign or domestic, including preferred and convertible
securities, warrants and investment-grade debt securities.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest up to 100% in these securities as a defensive tactic. The fund also may
invest in certain higher-risk securities, and may engage in other investment
practices.

RISK FACTORS
[GRAPHIC OMITTED] As with any growth fund, the value of your investment will
fluctuate in response to stock market movements. Because the fund concentrates
on one region, investors should expect above-average volatility.

Also, because the fund invests internationally, it carries additional risks,
including currency, information, natural event and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are defined in "More about risk" starting on page 31. The risks of international
investing are higher in emerging markets, a category that includes many Pacific
Basin countries.

To the extent that the fund utilizes higher-risk securities practices, it takes
on further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

MANAGEMENT/SUBADVISERS
[GRAPHIC OMITTED] The fund's management is carried out jointly by the adviser's
international equities portfolio management team and two subadvisers, Indosuez
Asia Advisers Limited and John Hancock Advisers International. Indosuez is
majority owned by Caisse Nationale de Credit Agricole, a French banking
institution.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the past year, adjusted to
reflect any changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 SHAREHOLDER TRANSACTION EXPENSES                  CLASS A       CLASS B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                5.00%         none
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on
 reinvested dividends                               none          none
- --------------------------------------------------------------------------------
 Maximum deferred sales charge                      none(1)      5.00%
- --------------------------------------------------------------------------------
 Redemption fee(2)                                  none         none
- --------------------------------------------------------------------------------
 Exchange fee                                       none         none

- --------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
 Management fee(3)                                  0.80%        0.80%
- --------------------------------------------------------------------------------
 12b-1 fee(4)                                       0.30%        1.00%
- --------------------------------------------------------------------------------
 Other expenses                                     1.10%        1.10%
- --------------------------------------------------------------------------------
 Total fund operating expenses                      2.20%        2.90%
- --------------------------------------------------------------------------------

EXAMPLE  The table below shows what you would pay
if you invested $1,000 over the various time frames indicated. The example
assumes you reinvested all dividends and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 SHARE CLASS                  YEAR 1      YEAR 3       YEAR 5       YEAR 10
- --------------------------------------------------------------------------------
 Class A shares                $71         $115         $162         $291
- --------------------------------------------------------------------------------
 Class B shares
- --------------------------------------------------------------------------------
   Assuming redemption
   at end of period            $79         $120         $173         $306
- --------------------------------------------------------------------------------
   Assuming no redemption      $29         $90          $153         $306
- --------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Includes a subadviser fee equal to 0.35% of the fund's net assets.
(4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more
    than the equivalent of the maximum permitted front-end sales charge.
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 
[GRAPHIC OMITTED] The figures below have been audited by the fund's
independent auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS INDICATED BY CLASS
A YEAR-BY-YEAR TOTAL INVESTMENT
RETURN (%)                                     18.06                               49.61     22.82                4.47              
- ----------------------------------------------------------------------------------------------------------------------------------
(scale varies from fund to fund)    (3.61)(6)          (0.44)   (2.15)   (1.99)                       (7.65)               (1.83)(6)
                                                                                                                             two
                                                                                                                            months

- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD ENDED:             8/88(1)    8/89    8/90     8/91     8/92      8/93      8/94     8/95       8/96     10/96(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>    <C>      <C>       <C>       <C>      <C>      <C>        <C>       <C>   
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of 
 period                            $10.00      $9.61  $11.10   $10.34    $9.05     $8.87    $13.27   $15.88     $14.11    $14.74
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)        0.01      (0.02)  (0.04)   (0.01)   (0.07)(3) (0.11)(3) (0.10)(3) 0.02(3,4) (0.02)(3) (0.02)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain
 (loss) on investments and
 foreign currency transactions      (0.37)      1.75    0.11    (0.33)   (0.11)     4.51      3.12    (1.24)      0.65     (0.25)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations   (0.36)      1.73    0.07    (0.34)   (0.18)     4.40      3.02    (1.22)      0.63     (0.27)
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
   Dividends from net investment
   income                           (0.03)     (0.01)    --       --       --        --        --       --         --        --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from net realized
   gain on investments sold
   and foreign currency 
   transactions                       --       (0.23)  (0.83)   (0.95)     --        --      (0.41)   (0.55)       --        --
- ----------------------------------------------------------------------------------------------------------------------------------
   Total distributions              (0.03)     (0.24)  (0.83)   (0.95)     --        --      (0.41)   (0.55)       --        --
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period     $9.61     $11.10  $10.34    $9.05    $8.87    $13.27    $15.88   $14.11     $14.74    $14.47
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET
 ASSET VALUE(5) (%)                 (3.61)(6)  18.06   (0.44)   (2.15)   (1.99)    49.61     22.82    (7.65)      4.47     (1.83)(6)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted investment return
 at net asset value(5,7) (%)        (8.05)(6)  15.12   (2.86)   (5.19)   (5.57)    48.31       --       --         --        --
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period 
 (000s omitted) ($)                 4,771      5,116   4,578    4,065    3,222    14,568    50,261   37,417     41,951    38,694
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average 
 net assets (%)                      1.75(8)    1.75    2.45     2.75     2.73      2.94      2.43     2.05       1.97      2.21(8)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted expenses to
 average net assets(9) (%)           6.19(8)    4.69    4.89     5.79     6.31      4.24       --       --         --        --
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income
 (loss) to average net assets (%)    0.04(8)   (0.15)  (0.28)   (0.06)   (0.82)    (0.98)    (0.66)    0.13(4)   (0.15)    (0.83)(8)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net investment
 income (loss) to average
 net assets(9) (%)                  (4.40)(8)  (3.09)  (2.70)   (3.10)   (4.40)    (2.28)      --       --         --        --
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)          148        227     154      151      179       171        68       48         73        15
- ----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share  ($)        1.15       0.39    0.31     0.24     0.31(3)   0.14(3)    --       --         --        --
- ----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission
 rate(10) ($)                         N/A        N/A     N/A      N/A      N/A       N/A       N/A      N/A     0.0183    0.0221

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS B - PERIOD ENDED:                                                                      8/94(1)  8/95       8/96     10/96(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>      <C>        <C>       <C>   
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of
 period                                                                                     $15.11   $15.84     $13.96    $14.49
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                                 (0.09)(3)(0.09)(3)  (0.13)(3) (0.04)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain
 (loss) on investments and
 foreign currency transactions                                                                0.82    (1.24)      0.66     (0.25)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                                             0.73    (1.33)      0.53     (0.29)
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from net realized
   gain on investments sold
   and foreign currency transactions                                                           --     (0.55)       --        --
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                             $15.84   $13.96     $14.49    $14.20
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET
 ASSET VALUE(5) (%)                                                                          (4.83)(6)(8.38)      3.80     (2.00)(6)
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s
 omitted) ($)                                                                                9,480   14,368     32,342    30,147
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net
 assets (%)                                                                                   3.00(8)  2.77       2.64      2.90(8)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income
 (loss) to average net assets (%)                                                            (1.40)(8)(0.66)     (0.86)    (1.52)(8)
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                                    68       48         73        15
- ----------------------------------------------------------------------------------------------------------------------------------
 Average brokerage commission rate(10) ($)                                                     N/A      N/A     0.0183    0.0221
- ----------------------------------------------------------------------------------------------------------------------------------

(1)  Class A and Class B shares commenced operations on September 8, 1987 and March 7, 1994, respectively.
(2)  Effective October 31, 1996, the fiscal year end changed from August 31 to October 31.
(3)  Based on the average of the shares outstanding at the end of each month.
(4)  May not accord to amounts shown elsewhere in the financial statements due to the timing of sales and repurchases of fund
     shares in relation to fluctuating market values of the investments of the fund.
(5)  Assumes dividend reinvestment and does not reflect the effect of sales charges.
(6)  Not annualized.
(7)  An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods
     shown.
(8)  Annualized.
(9)  Unreimbursed, without fee reduction.
(10) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
</TABLE>

<PAGE>

SHORT-TERM STRATEGIC INCOME FUND
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II     TICKER SYMBOL    CLASS A: JHSAX
                                                                  CLASS B: FRSWX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks a high level of current income. To pursue this
goal, the fund invests primarily in debt securities issued or guaranteed by:

o  foreign governments and companies including those in emerging markets
o  the U.S. Government, its agencies or instrumentalities
o  U.S. companies

Under normal circumstances, the fund invests assets in all three of these
sectors, but may invest up to 100% in any one sector. The fund maintains an
average portfolio maturity of three years or less.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] The fund may invest in all types of debt securities. The
fund's U.S. Government securities may include mortgage-backed securities. The
fund may invest up to 67% of assets in securities rated as low as B and their
unrated equivalents. Bonds rated lower than BBB/Baa are considered junk bonds.
However, the fund maintains an average portfolio quality rating of A, which is
an investment-grade rating.

Because the fund is non-diversified, it may invest more than 5% of assets in
securities of a single issuer, but no more than 25% of assets in the securities
of any one foreign government. The fund also may invest in certain other
investments, including derivatives, and may engage in other investment
practices.

RISK FACTORS
[GRAPHIC OMITTED] The value of your investment in the fund will fluctuate with
changes in currency exchange rates as well as interest rates. Typically, a rise
in interest rates causes a decline in the market value of fixed income
securities.

International investing, particularly in emerging markets, carries additional
risks, including currency information, natural event and political risks. Junk
bonds may carry above-average credit and market risks and mortgage-backed
securities may carry extension and prepayment risks. These risks are defined in
"More about risk" starting on page 31.

To the extent that the fund utilizes higher-risk securities practices, it takes
on further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

PORTFOLIO MANAGEMENT
[GRAPHIC OMITTED] Anthony A. Goodchild, Lawrence J. Daly and Janet L. Clay lead
the portfolio management team. Messrs. Goodchild and Daly are senior vice
presidents and joined John Hancock Funds in July 1994, having been in the
investment business since 1968 and 1972, respectively. Ms. Clay, a second vice
president, joined John Hancock Funds in August 1995 and has been in the
investment business since 1990.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the past year, adjusted to
reflect any changes. Future expenses may be greater or less.

- --------------------------------------------------------------------------------
 SHAREHOLDER TRANSACTION EXPENSES                   CLASS A       CLASS B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                 3.00%         none
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on
 reinvested dividends                                none          none
- --------------------------------------------------------------------------------
 Maximum deferred sales charge                       none(1)       3.00%
- --------------------------------------------------------------------------------
 Redemption fee(2)                                   none          none
- --------------------------------------------------------------------------------
 Exchange fee                                        none          none
- --------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
 Management fee                                      0.65%         0.65%
- --------------------------------------------------------------------------------
 12b-1 fee(3)                                        0.30%         1.00%
- --------------------------------------------------------------------------------
 Other expenses                                      0.52%         0.52%
- --------------------------------------------------------------------------------
 Total fund operating expenses                       1.47%         2.17%
- --------------------------------------------------------------------------------

EXAMPLE  The table below shows what you would pay
if you invested $1,000 over the various time frames indicated. The example
assumes you reinvested all dividends and that the average annual return was 5%.


- --------------------------------------------------------------------------------
 Share class                      Year 1     Year 3      Year 5      Year 10
- --------------------------------------------------------------------------------
 Class A shares                    $45        $75         $108        $200
- --------------------------------------------------------------------------------
 Class B shares
- --------------------------------------------------------------------------------
   Assuming redemption
   at end of period                $52        $88         $116        $209
- --------------------------------------------------------------------------------
   Assuming no redemption          $22        $68         $116        $209
- --------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more
    than the equivalent of the maximum permitted front-end sales charge.
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 
[GRAPHIC OMITTED] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL INVESTMENT
 RETURN (%)                                                  8.85(4)       0.64        5.98        1.93        7.97    7.89
- ----------------------------------------------------------------------------------------------------------------------------------
(scale varies from fund to fund)


- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD ENDED:                                                  10/92(1)    10/93       10/94       10/95       10/96
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>         <C>         <C>         <C>  
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                     $9.86       $9.32       $9.12       $8.47       $8.41
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                              0.65        0.83(2)     0.76(2)     0.77(2)      0.65
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments and
 foreign currency transactions                                            (0.55)      (0.20)      (0.53)      (0.06)       0.05
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                          0.10        0.63        0.23        0.71        0.70
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- ----------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                                   (0.64)      (0.83)      (0.62)      (0.61)      (0.57)
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions in excess of net investment income                         --          --        (0.04)        --          --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions in excess of net realized gain on investments sold         --          --        (0.12)        --          --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from capital paid-in                                       --          --        (0.10)      (0.16)      (0.08)
- ----------------------------------------------------------------------------------------------------------------------------------
   Total distributions                                                    (0.64)      (0.83)      (0.88)      (0.77)      (0.65)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                           $9.32       $9.12       $8.47       $8.41       $8.46
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                         1.16(4)     6.78        2.64        8.75        8.60
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                            20,468      11,130      13,091      16,997      49,338
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                               1.37(4)     1.21        1.26        1.33        1.48
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average net assets (%)           8.09(4)     8.59        8.71        9.13        7.59
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                 86         306         150         147          77
- ---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS B - PERIOD ENDED:                                    10/91(1)      10/92       10/93       10/94       10/95       10/96
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>           <C>          <C>         <C>         <C>         <C>  
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $10.00        $10.01       $9.31       $9.11       $8.46       $8.40
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                0.76          0.87        0.75(2)     0.70(2)     0.70(2)     0.59
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments
 and foreign currency transactions                           0.01         (0.80)      (0.20)      (0.53)      (0.06)       0.05
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                            0.77          0.07        0.55        0.17        0.64        0.64
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- ----------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                     (0.76)        (0.77)      (0.75)      (0.56)      (0.56)      (0.52)
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions in excess of net investment income           --            --          --        (0.04)        --          --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions in excess of net realized gain on
   investments sold                                           --            --          --        (0.12)        --          --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from capital paid-in                         --            --          --        (0.10)      (0.14)      (0.07)
- ----------------------------------------------------------------------------------------------------------------------------------
   Total distributions                                      (0.76)        (0.77)      (0.75)      (0.82)      (0.70)      (0.59)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                            $10.01         $9.31       $9.11       $8.46       $8.40       $8.45
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)           8.85(4)       0.64        5.98        1.93        7.97        7.89
- ----------------------------------------------------------------------------------------------------------------------------------
 Total adjusted investment return at net asset
 value(3,5) (%)                                              8.81(4)        --          --          --          --          --
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)             218,562       236,059     142,873      98,390      84,601      48,137
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                 1.89(4)       2.07        2.01        1.99        2.07        2.12
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted expenses to average net assets(6) (%)     1.93(4)        --          --          --          --          --
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to average net assets (%)    8.72(4)       8.69        7.81        8.00        8.40        7.07
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of adjusted net investment income to average net
 assets(6) (%)                                               8.68(4)        --          --          --          --          --
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                   22            86         306         150         147          77
- ----------------------------------------------------------------------------------------------------------------------------------
 Fee reduction per share ($)                               0.0039           --          --          --          --          --
- ----------------------------------------------------------------------------------------------------------------------------------

(1) Class A and Class B shares commenced operations on January 3, 1992 and December 28,1990, respectively.
(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) Annualized.
(5) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods
    shown.
(6) Unreimbursed, without fee reduction.
</TABLE>

<PAGE>

WORLD BOND FUND
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II     TICKER SYMBOL    CLASS A: FGLAX
                                                                  CLASS B: FGLIX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY
[GRAPHIC OMITTED] The fund seeks a high total investment return -- a combination
of current income and capital appreciation. To pursue this goal, the fund
invests at least 65% of assets in debt securities issued or guaranteed by: o
foreign governments and companies including those in emerging markets o
multinational organizations such as the World Bank o the U.S. Government, its
agencies or instrumentalities

Under normal circumstances, the fund expects to invest in the securities markets
of at least three countries at any one time, potentially including the U.S. The
fund does not maintain a fixed allocation of assets.

PORTFOLIO SECURITIES
[GRAPHIC OMITTED] The fund may invest in all types of debt securities of any
maturity, including preferred and convertible securities. Less than 35% of
assets may be invested in junk bonds rated as low as CCC/Caa, or equivalent.

Because the fund is non-diversified, it may invest more than 5% of assets in
securities of a single issuer, but no more than 25% of assets in the securities
of any one foreign government.

For liquidity and flexibility, the fund may place up to 35% of assets in
investment-grade short-term securities. In abnormal market conditions, it may
invest more assets in these securities as a defensive tactic. The fund also may
invest in certain other investments, including derivatives, and may engage in
other investment practices.

RISK FACTORS
[GRAPHIC OMITTED] As with most bond funds, the value of your investment in the
fund will fluctuate with changes in interest rates. Typically, a rise in
interest rates causes a decline in the market value of fixed income securities.

International investing, particularly in emerging markets, carries additional
risks, including currency, information, natural event and political risks. Junk
bonds may carry above-average credit and market risks and mortgage-backed
securities may carry extension and prepayment risks. These risks are defined in
"More about risk" starting on page 31.

To the extent that the fund utilizes higher-risk securities practices, it takes
on further risks that could adversely affect its performance. Please read "More
about risk" carefully before investing.

PORTFOLIO MANAGEMENT
[GRAPHIC OMITTED] Anthony A. Goodchild, Lawrence J. Daly and Janet L. Clay lead
the portfolio management team. Messrs. Goodchild and Daly are senior vice
presidents and joined John Hancock Funds in July 1994, having been in the
investment business since 1968 and 1972, respectively. Ms. Clay, a second vice
president, joined John Hancock Funds in August 1995 and has been in the
investment business since 1990.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
[GRAPHIC OMITTED] Fund investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the past year, adjusted to
reflect any changes. Future expenses may be greater or less.


- --------------------------------------------------------------------------------
 SHAREHOLDER TRANSACTION EXPENSES                     CLASS A        CLASS B
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on purchases
 (as a percentage of offering price)                   4.50%           none
- --------------------------------------------------------------------------------
 Maximum sales charge imposed on
 reinvested dividends                                  none            none
- --------------------------------------------------------------------------------
 Maximum deferred sales charge                         none(1)         5.00%
- --------------------------------------------------------------------------------
 Redemption fee(2)                                     none            none
- --------------------------------------------------------------------------------
 Exchange fee                                          none            none
- --------------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
 Management fee                                       0.75%            0.75%
- --------------------------------------------------------------------------------
 12b-1 fee(3)                                         0.30%            1.00%
- --------------------------------------------------------------------------------
 Other expenses                                       0.54%            0.54%
- --------------------------------------------------------------------------------
 Total fund operating expenses                        1.59%            2.29%
- --------------------------------------------------------------------------------

EXAMPLE The table below shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------------------------------------------------
 SHARE CLASS                         YEAR 1     YEAR 3      YEAR 5      YEAR 10
- --------------------------------------------------------------------------------
 Class A shares                       $60        $93         $128        $225
- --------------------------------------------------------------------------------
 Class B shares
- --------------------------------------------------------------------------------
   Assuming redemption
   at end of period                   $73       $102         $143        $245
- --------------------------------------------------------------------------------
   Assuming no redemption             $23       $72          $123        $245
- --------------------------------------------------------------------------------

This example is for comparison purposes only and is not a representation of the
fund's actual expenses and returns, either past or future.

(1) Except for investments of $1 million or more; see "How sales charges are
    calculated."
(2) Does not include wire redemption fee (currently $4.00).
(3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more
    than the equivalent of the maximum permitted front-end sales charge.
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 
[GRAPHIC OMITTED] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

<TABLE>
<CAPTION>
VOLATILITY, AS INDICATED BY
CLASS B YEAR-BY-YEAR TOTAL
INVESTMENT RETURN (%)          65.96(4)  1.59(4) 20.09     5.47    11.84    10.44     1.72     6.77              11.51      4.78
 ----------------------------------------------------------------------------------------------------------------------------------
(scale varies from fund to fund)                                                                       (1.88)

- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS A - PERIOD ENDED:                                                             10/92(1) 10/93    10/94     10/95     10/96
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>       <C>      <C>       <C>       <C>  
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period                                               $10.57    $9.76    $9.62     $8.85     $9.30
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)                                                         0.64     0.76     0.64(2)   0.57(2)   0.51(2)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on
 investments and foreign currency transactions                                       (0.74)   (0.10)   (0.78)     0.48     (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                                                    (0.10)    0.66    (0.14)     1.05      0.49
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
   Dividends from net investment income                                              (0.71)   (0.38)   (0.11)    (0.59)    (0.50)
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions in excess of net investment income                                    --     (0.04)     --        --        --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from capital paid-in                                                  --     (0.38)   (0.52)    (0.01)    (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
   Total distributions                                                               (0.71)   (0.80)   (0.63)    (0.60)    (0.51)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                     $9.76     $9.62    $8.85     $9.30     $9.28
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                                   (0.88)(4) 7.14    (1.30)    12.25      5.48
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (000s omitted) ($)                                       12,880   12,882    8,949    35,334    27,537
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%)                                          1.41(4)  1.46     1.59      1.48      1.58
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income (loss) to average
 net assets (%)                                                                       7.64(4)  7.89     7.00      6.43      5.54
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)                                                           476      363      174       263       214
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 CLASS B - PERIOD ENDED:        5/87(5) 10/87(6) 10/88    10/89    10/90    10/91    10/92    10/93    10/94     10/95     10/96
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>     <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>       <C>       <C>  
 PER SHARE OPERATING PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of 
 period                        $9.60   $10.79   $10.32   $10.98   $10.21   $10.38   $10.44    $9.74    $9.62     $8.85     $9.30
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (loss)   0.31     0.25     0.67     0.83     0.85     0.90     0.78     0.72     0.59(2)   0.55(2)   0.45(2)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized
 gain (loss) on investments
 and foreign currency
 transactions                   1.29    (0.18)    1.31    (0.27)    0.28     0.13    (0.59)   (0.09)   (0.78)     0.44     (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment
 operations                     1.60     0.07     1.98     0.56     1.13     1.03     0.19     0.63    (0.19)     0.99      0.43
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- ----------------------------------------------------------------------------------------------------------------------------------
   Dividends from net
   investment income           (0.26)   (0.28)   (0.68)   (0.84)   (0.85)   (0.73)   (0.89)   (0.33)   (0.06)    (0.53)    (0.44)
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from net
   realized gain on
   investments                 (0.15)   (0.26)   (0.64)   (0.49)     --     (0.24)     --       --       --        --        --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions in excess
   of net investment income      --       --       --       --       --       --       --     (0.04)     --        --        --
- ----------------------------------------------------------------------------------------------------------------------------------
   Distributions from capital
   paid-in                       --       --       --       --     (0.11)      --      --     (0.38)   (0.52)    (0.01)    (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
   Total distributions         (0.41)   (0.54)   (1.32)   (1.33)   (0.96)   (0.97)   (0.89)   (0.75)   (0.58)    (0.54)     0.45
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of
 period                       $10.79   $10.32   $10.98   $10.21   $10.38   $10.44    $9.74    $9.62    $8.85     $9.30     $9.28
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENT RETURN
 AT NET ASSET VALUE(3) (%)     65.96(4)  1.59(4) 20.09     5.47    11.84    10.44     1.72     6.77    (1.88)    11.51      4.78
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period
 (000s omitted) ($)           18,253   58,658  174,833  255,214  186,524  192,687  199,102  197,166  114,656    65,600    45,897
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average
 net assets (%)                 2.41(4)  2.19(4)  1.74     1.75     1.82     1.90     1.91     1.91     2.17      2.16      2.25
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment
 income (loss) to average
 net assets (%)                 8.69(4)  6.32(4)  6.04     8.07     8.67     8.74     7.59     7.45     6.41      6.03      4.87
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate (%)     140(4)   152(4)   364      333      186      159      476      363      174       263       214
- ----------------------------------------------------------------------------------------------------------------------------------

(1) Class A shares commenced operations on January 3, 1992.
(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) Annualized.
(5) For the period December 17, 1986 (commencement of operations) to May 31, 1987.
(6) For the period June 1, 1987 to October 31, 1987.
</TABLE>

<PAGE>
YOUR ACCOUNT

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

All John Hancock international/global funds offer two classes of shares, Class A
and Class B. Each class has its own cost structure, allowing you to choose the
one that best meets your requirements. Your financial representative can help
you decide.

- --------------------------------------------------------------------------------
 CLASS A                                CLASS B
- --------------------------------------------------------------------------------
o Front-end sales charges, as           o No front-end sales charge; all your 
  described below. There are several      money goes to work for you right    
  ways to reduce these charges, also      away.                               
  described below.                                                            
                                        o Higher annual expenses than Class A 
o Lower annual expenses than Class B      shares.                             
  shares.                                                                     
                                        o A deferred sales charge, as         
                                          described below.                    
                                                                              
                                        o Automatic conversion to Class A     
                                          shares after eight years (five years
                                          for Short-Term Strategic Income     
                                          Fund), thus reducing future annual  
                                          expenses.                           

For actual past expenses of Class A and B shares, see the fund-by-fund
information earlier in this prospectus.

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

CLASS A Sales charges are as follows:

- --------------------------------------------------------------------------------
 CLASS A SALES CHARGES - SHORT-TERM STRATEGIC INCOME
- --------------------------------------------------------------------------------
                            AS A % OF       AS A % OF YOUR
 YOUR INVESTMENT            OFFERING PRICE  INVESTMENT
- --------------------------------------------------------------------------------
 Up to $99,999              3.00%           3.09%
- --------------------------------------------------------------------------------
 $100,000 -  $499,999       2.50%           2.56%
- --------------------------------------------------------------------------------
 $500,000 - $999,999        2.00%           2.04%
- --------------------------------------------------------------------------------
 $1,000,000 and over        See below
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
 CLASS A SALES CHARGES - WORLD BOND
- --------------------------------------------------------------------------------
                            AS A % OF       AS A % OF YOUR
 YOUR INVESTMENT            OFFERING PRICE  INVESTMENT
- --------------------------------------------------------------------------------
 Up to $99,999              4.50%           4.71%
- --------------------------------------------------------------------------------
 $100,000 - $249,999        3.75%           3.90%
- --------------------------------------------------------------------------------
 $250,000 - $499,999        2.75%           2.83%
- --------------------------------------------------------------------------------
 $500,000 - $999,999        2.00%           2.04%
- --------------------------------------------------------------------------------
 $1,000,000 and over        See below
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
 CLASS A SALES CHARGES - GROWTH FUNDS
- --------------------------------------------------------------------------------
                            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
- --------------------------------------------------------------------------------

INVESTMENTS OF $1 MILLION OR MORE Class A shares are available with no front-end
sales charge. However, there is a contingent deferred sales charge (CDSC) on any
shares sold within one year of purchase, as follows:

- --------------------------------------------------------------------------------
 CDSC ON $1 MILLION+ INVESTMENTS (ALL FUNDS)
- --------------------------------------------------------------------------------
 YOUR INVESTMENT                CDSC ON SHARES 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 LAST 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.
<PAGE>
CLASS B Shares are offered at their net asset value per share, without any
initial sales charge. However, there is a contingent deferred sales charge
(CDSC) on shares you sell within a certain time after you bought them, as
described in the table 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 longer
the time between the purchase and the sale of shares, the lower the rate of the
CDSC:

- --------------------------------------------------------------------------------
 CLASS B DEFERRED CHARGES
- --------------------------------------------------------------------------------
 YEARS AFTER        CDSC ON SHORT-TERM   CDSC ON ALL
 PURCHASE           STRATEGIC INCOME     OTHER FUND SHARES
                    SHARES BEING SOLD    BEING SOLD
- --------------------------------------------------------------------------------
 1st year           3.00%                5.00%
- --------------------------------------------------------------------------------
 2nd year           2.00%                4.00%
- --------------------------------------------------------------------------------
 3rd  year          2.00%                3.00%
- --------------------------------------------------------------------------------
 4th year           1.00%                3.00%
- --------------------------------------------------------------------------------
 5th year           None                 2.00%
- --------------------------------------------------------------------------------
 6th year           None                 1.00%
- --------------------------------------------------------------------------------
 After 6 years      None                 None
- --------------------------------------------------------------------------------

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.

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.
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 to add these options (see
the back cover of this prospectus).

GROUP INVESTMENT PROGRAM Allows established groups of four or more investors to
invest as a group. Each investor has an individual account, but for sales charge
purposes the group's investments are lumped together, making the investors
potentially eligible for reduced sales charges. There is no charge, no
obligation to invest (although initial aggregate investments must be at least
$250) and you may terminate the program at any time.

To utilize: contact your financial representative or Signature Services to find
out how to qualify.

CDSC WAIVERS As long as Signature Services is notified at the time you sell, the
CDSC for either 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).

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.

<PAGE>
WAIVERS FOR CERTAIN INVESTORS Class A shares may be offered without front-end
sales charges or CDSCs to various individuals and institutions, including:

o government entities that are prohibited from paying mutual fund sales charges
o financial institutions or common trust funds investing $1 million or more for
  non-discretionary accounts
o selling brokers and their employees and sales representatives
o financial representatives utilizing fund shares in fee-based investment
  products under 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 to a John Hancock fund from an employee
  benefit plan that has John Hancock funds
o members of an approved affinity group financial services program
o certain insurance company contract holders (one-year CDSC usually applies)
o participants in certain retirement plans with at least 100 members (one-year
  CDSC applies)
o clients of AFA, when their funds are transferred directly to Global Technology
  Fund from accounts managed by AFA
o certain former shareholders of John Hancock National Aviation & Technology
  Fund and Nova Fund (applies to Global Technology Fund only).

To utilize: if you think you may be eligible for a sales charge waiver, contact
your financial representative or Signature Services, or consult the SAI.

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

3  Complete the appropriate parts of the account application, carefully
   following the instructions. If you have questions, please contact your
   financial representative or call Signature Services at 1-800-225-5291.

4  Complete the appropriate parts of the account privileges section of the
   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 can
   initiate any purchase, exchange or sale of shares through your financial
   representative.
<PAGE>
- --------------------------------------------------------------------------------
 BUYING SHARES
- --------------------------------------------------------------------------------
         OPENING AN ACCOUNT             ADDING TO AN ACCOUNT
- --------------------------------------------------------------------------------
 BY CHECK
- --------------------------------------------------------------------------------
[graphic omitted]

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

- --------------------------------------------------------------------------------
 BY EXCHANGE
- --------------------------------------------------------------------------------
[graphic omitted]

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

- --------------------------------------------------------------------------------
 By wire
- --------------------------------------------------------------------------------
[graphic omitted]

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

See "By wire" and "By exchange."        o Verify that your bank or credit     
                                          union is a member of the Automated  
                                          Clearing House (ACH) system.        
                                        o Complete the "Invest-By-Phone" and  
                                          "Bank Information" sections on your 
                                          account application.                
                                        o Call Signature Services to verify   
                                          that these features are in place on 
                                          your account.                       
                                        o Tell the Signature Services         
                                          representative the fund name, your  
                                          share class, your account number,   
                                          the name(s) in which the account is 
                                          registered and the amount of your   
                                          investment.                         
ADDRESS
John Hancock Signature Services, Inc.
1 John Hancock Way STE 1000
Boston, MA  02217-1000

PHONE NUMBER
1-800-225-5291

Or contact your financial               To open or add to an account using the
representative for instructions and     Monthly Automatic Accumulation        
assistance.                             Program, see "Additional investor     
                                        services."                            
<PAGE>
- --------------------------------------------------------------------------------
 SELLING SHARES
- --------------------------------------------------------------------------------
         DESIGNED FOR                  TO SELL SOME OR ALL OF YOUR SHARES
- --------------------------------------------------------------------------------
 BY LETTER
- --------------------------------------------------------------------------------
[graphic omitted]

o  Accounts of any type.                o Write a letter of instruction or    
o  Sales of any amount.                   complete a stock power indicating   
                                          the fund name, your share class,    
                                          your account number, the name(s) in 
                                          which the account is registered and 
                                          the dollar value or number of shares
                                          you wish to sell.                   
                                        o Include all signatures and any      
                                          additional documents that may be    
                                          required (see next page).           
                                        o Mail the materials to Signature     
                                          Services.                           
                                        o A check will be mailed to the       
                                          name(s) and address in which the    
                                          account is registered, or otherwise 
                                          according to your letter of         
                                          instruction.                        

- --------------------------------------------------------------------------------
 BY PHONE
- --------------------------------------------------------------------------------
[graphic omitted]

o  Most accounts.                       o For automated service 24 hours a day
o  Sales of up to $100,000.               using your touch-tone phone, call   
                                          the EASI-Line at 1-800-338-8080.    
                                        o To place your order with a          
                                          representative at John Hancock      
                                          Funds, call Signature Services      
                                          between 8 A.M. and 4 P.M. Eastern   
                                          Time on most business days.         

- --------------------------------------------------------------------------------
 BY WIRE OR ELECTRONIC FUNDS TRANSFER (EFT)
- --------------------------------------------------------------------------------
[graphic omitted]

o Requests by letter to sell any        o Fill out the "Telephone Redemption" 
  amount (accounts of any type).          section of your new account         
o Requests by phone to sell up to         application.                        
  $100,000 (accounts with telephone     o To verify that the telephone        
  redemption privileges).                 redemption privilege is in place on 
                                          an account, or to request the forms 
                                          to add it to an existing account,   
                                          call Signature Services.            
                                        o Amounts of $1,000 or more will be   
                                          wired on the next business day. A $4
                                          fee will be deducted from your      
                                          account.                            
                                        o Amounts of less than $1,000 may be  
                                          sent by EFT or by check. Funds from 
                                          EFT transactions are generally      
                                          available by the second business    
                                          day. Your bank may charge a fee for 
                                          this service.                       

- --------------------------------------------------------------------------------
 BY EXCHANGE
- --------------------------------------------------------------------------------
[graphic omitted]

o  Accounts of any type.                o Obtain a current prospectus for the
o  Sales of any amount.                   fund into which you are exchanging 
                                          by calling your financial          
                                          representative or Signature        
                                          Services.                          
                                        o Call Signature Services to request 
                                          an exchange.                       

- --------------------------------------------------------------------------------
 BY CHECK
- --------------------------------------------------------------------------------
[graphic omitted]

o Short-Term Strategic Income Fund      o Request checkwriting on your account
  only.                                   application.                        
o Any account with checkwriting         o Verify that the shares to be sold   
  privileges.                             were purchased more than 10 days    
o  Sales of over $100.                    earlier or were purchased by wire.  
                                        o Write a check for any amount over
                                          $100.                            

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

                                        PHONE NUMBER                         
                                        1-800-225-5291                       
                                                                             
                                        Or contact your financial            
To sell shares through a systematic     representative for instructions and  
withdrawal plan, see "Additional        assistance.                          
investor services."                     
<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, as 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 can generally obtain a signature guarantee from the following sources:
o a broker or securities dealer
o a federal savings, cooperative or other type of bank
o a savings and loan or other thrift institution
o a credit union
o a securities exchange or clearing agency

A notary public CANNOT provide a signature guarantee.

- --------------------------------------------------------------------------------
 SELLER                                 REQUIREMENTS FOR WRITTEN REQUESTS
- --------------------------------------------------------------------------------
                                                               [graphic omitted]

Owners of individual, joint, sole       o Letter of instruction.              
proprietorship, UGMA/UTMA (custodial    o On the letter, the signatures and   
accounts for minors) or general           titles of all persons authorized to 
partner accounts.                         sign for the account, exactly as the
                                          account is registered.              
                                        o Signature guarantee if applicable   
                                          (see above).                        
- --------------------------------------------------------------------------------
Owners of corporate or association      o Letter of instruction.             
accounts.                               o Corporate resolution, certified    
                                          within the past 90 days.           
                                        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 If the names of all trustees are not
                                          registered on the account, please   
                                          also provide a copy of the trust    
                                          document certified within the past  
                                          60 days.                            
                                        o Signature guarantee if applicable   
                                          (see above).                        
- --------------------------------------------------------------------------------
Joint tenancy shareholders whose        o Letter of instruction signed by  
co-tenants are deceased.                  surviving tenant.                
                                        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.
                                        o Signature guarantee if applicable 
                                          (see above).                      
- --------------------------------------------------------------------------------
Administrators, conservators,           o Call 1-800-225-5291 for
guardians and other sellers or account    instructions.          
types not listed above.                 
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
TRANSACTION POLICIES

VALUATION OF SHARES The net asset value per share (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 P.M. Eastern Time) by dividing a class's net assets
by the number of its shares outstanding.

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 your request is accepted by
Signature Services.

At times of peak activity, it may be difficult to place requests by phone.
During these times, consider using EASI-Line 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. In addition, Signature Services 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, Signature Services 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.

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 shares
will continue to age from the original date and will retain the same CDSC rate
as they had before the exchange, except that the rate will change to the new
fund's rate if that rate is higher. 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 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. 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 Most shares are electronically recorded. If you wish to have
certificates for your shares, please write to Signature Services. Certificated
shares can only be sold by returning the certificates 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.

FOREIGN CURRENCIES  Purchases must be made in U.S. dollars. Purchases in foreign
currencies must be converted, which may result in a fee and delayed execution.

ELIGIBILITY BY STATE You may only invest in, or exchange into, fund shares
legally available in your state.

- --------------------------------------------------------------------------------
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.
<PAGE>
DIVIDENDS The income funds generally declare income dividends daily and pay them
monthly. These income dividends begin accruing the day after payment is received
by the fund and continue through the day your shares are actually sold. The
growth funds pay income dividends, if any, annually. All funds distribute
capital gains, if any, annually.

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

TAXABILITY OF DIVIDENDS As long as a fund meets the requirements for being a
tax-qualified regulated investment company, which each fund has in the past and
intends to in the future, it pays no federal income tax on the earnings it
distributes to shareholders.

Consequently, dividends you receive from a fund, whether reinvested or taken as
cash, are generally considered taxable. Dividends from a fund's long-term
capital gains are taxable as capital gains; dividends from other sources are
generally taxable as ordinary income.

Some dividends paid in January may be taxable as if they had been paid the
previous December. Corporations may be entitled to take a dividends-received
deduction for a portion of certain dividends they receive from the growth funds.

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 qualified retirement
plans, including IRAs, SEPs, 401(k) plans, 403(b) plans (including TSAs) 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.
<PAGE>
FUND DETAILS

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

HOW THE FUNDS ARE ORGANIZED Each John Hancock international/global fund is an
open-end management investment company or a series of such a company.

Each fund is supervised by a board of trustees, an independent body that has
ultimate responsibility for the fund's activities. The board retains various
companies to carry out the fund's operations, including the investment adviser,
custodian, transfer agent and others (see diagram). The board has the right, and
the obligation, to terminate the fund's relationship with any of these companies
and to retain a different company if the board believes it is in the
shareholders' best interests.

At a mutual fund's inception, the initial shareholder (typically the adviser)
appoints the fund's board. Thereafter, the board and the shareholders determine
the board's membership. The boards of the John Hancock international/global
funds may include individuals who are affiliated with the investment adviser.
However, the majority of board members must be independent.

The funds do not hold annual shareholder meetings, but may hold special meetings
for such purposes as electing or removing board members, changing fundamental
policies, approving a management contract or approving a 12b-1 plan (12b-1 fees
are explained in "Sales compensation").

                                            ------------
                                            SHAREHOLDERS
                                            ------------

|                           --------------------------------------------
|                                   FINANCIAL SERVICES FIRMS AND
|                                      THEIR REPRESENTATIVES
|    DISTRIBUTION AND
|  SHAREHOLDERS SERVICES       Advise current and prospective share-
|                             holders on their fund investments, often
|                           in the context of an overall financial plan.
|                           --------------------------------------------
|
|        <TABLE>
|        <S>                                             <C>
|        -------------------------------------------     -------------------------------------------------
|                   PRINCIPAL DISTRIBUTOR                                  TRANSFER AGENT                 
|                                                                                                         
|                  John Hancock Funds, Inc.                    John Hancock Signature Services, Inc.      
|                   101 Huntington Avenue                           1 John Hancock Way STE 1000           
|                   Boston, MA 02199-7603                                                                 
|                                                         Handles shareholder services, including record- 
|          Markets the funds and distributes shares      keeping and statements, distribution of dividends
|        through selling brokers, financial planners          and processing of buy and sell requests.    
|            and other financial representatives.        -------------------------------------------------
|        -------------------------------------------     
</TABLE>

<TABLE>
<S>                                <C>                                <C>                                    <C>
- ------------------------------     -------------------------------    ------------------------------------              |
         SUBADVISERS                      INVESTMENT ADVISER                       CUSTODIANS                           |
 American Fund Advisors, Inc.        John Hancock Advisers, Inc.           Investors Bank & Trust Co.                   |
      1415 Kelium Place                 101 Huntington Avenue                    89 South Street                        |
    Garden City, NY 11530               Boston, MA 02199-7603                   Boston, MA 02111               ASSET    |
                                                                                                             MANAGEMENT |
    John Hancock Advisers          Manages the fund's business and     State Street Bank and Trust Company              |
    International Limited               investment activities.                225 Franklin Street                       |
       34 Dover Street             -------------------------------              Boston, MA 02110                        |
      London, UK W1X 3RA                                                                                                |
                                                                      Hold the funds' assets , settle all               |
Indosuez Asia Advisers Limited                                        portfolio trades and collect most of              |
     One Exchange Square                                                the valuation data required for                 |
          Hong Kong                                                       calculating each fund's NAV.                  |
                                                                      ------------------------------------              |
 Provide portfolio management                                         
      to certain funds.            
- ------------------------------     
</TABLE>

                                  -------------------------------
                                              TRUSTEES
                                  Supervise the funds' activities
                                  -------------------------------

<PAGE>

ACCOUNTING COMPENSATION The funds (except for Global Technology) compensate the
adviser for performing tax and financial management services. Annual
compensation is not expected to exceed 0.02% of each fund's average net assets.
Global Technology pays a $100,000 administration fee to the adviser.

PORTFOLIO TRADES In placing portfolio trades, the adviser may use brokerage
firms that market the fund's shares or are affiliated with John Hancock Mutual
Life Insurance Company, but only when the adviser believes no other firm offers
a better combination of quality execution (i.e., timeliness and completeness)
and favorable price.

INVESTMENT GOALS  Except for Global Rx Fund,
International Fund and World Bond Fund, each fund's investment goal is
fundamental and may only be changed with shareholder approval.

DIVERSIFICATION Except for Global Rx Fund, Short-Term Strategic Income Fund and
World Bond Fund, all of the international/global funds are diversified.

- --------------------------------------------------------------------------------
SALES COMPENSATION

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

Compensation payments originate from two sources: from sales charges and from
12b-1 fees that are paid out of the funds' assets ("12b-1" refers to the federal
securities regulation authorizing annual fees of this type). The 12b-1 fee rates
vary by fund and by share class, according to Rule 12b-1 plans adopted by the
funds. The sales charges and 12b-1 fees paid by investors are detailed in the
fund-by-fund information. The portions of these expenses that are reallowed to
financial services firms are shown on the next page.

Distribution fees may be used to pay for sales compensation to financial
services firms, marketing and overhead expenses and, for Class B shares,
interest expenses.

- --------------------------------------------------------------------------------
CLASS B UNREIMBURSED DISTRIBUTION EXPENSES(1)
- --------------------------------------------------------------------------------
                              UNREIMBURSED      AS A % OF
 FUND                         EXPENSES          NET ASSETS
- --------------------------------------------------------------------------------
 Global                       $     800,320     3.06%
- --------------------------------------------------------------------------------
 Global Marketplace           $     172,913     0.64%
- --------------------------------------------------------------------------------
 Global Rx                    $     461,009     1.19%
- --------------------------------------------------------------------------------
 Global Technology            $   1,170,398     2.59%
- --------------------------------------------------------------------------------
 International                $     435,589     3.59%
- --------------------------------------------------------------------------------
 Pacific Basin Equities       $     979,454     3.04%
- --------------------------------------------------------------------------------
 Short-Term Strategic Income  $   2,532,676     3.87%
- --------------------------------------------------------------------------------
 World Bond                   $   4,967,286     9.07%
- --------------------------------------------------------------------------------

(1) As of the most recent fiscal year end covered by each fund's financial
    highlights. These expenses may be carried forward indefinitely.

INITIAL COMPENSATION Whenever you make an investment in a fund or funds, the
financial services firm receives either a reallowance from the initial sales
charge or a commission, as described below. The firm also receives the first
year's service fee at this time.

ANNUAL COMPENSATION 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 net assets. This fee is paid quarterly in arrears.

Financial services firms selling large amounts of fund shares may receive extra
compensation. This compensation, which John Hancock Funds pays out of its own
resources, may include asset retention fees as well as reimbursement for
marketing expenses.

<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
 CLASS A INVESTMENTS
- ---------------------------------------------------------------------------------------------------------------------------
                                                         MAXIMUM
                                   SALES CHARGE          REALLOWANCE           FIRST YEAR             MAXIMUM
                                   PAID BY INVESTORS     OR COMMISSION         SERVICE FEE            TOTAL COMPENSATION(1)
                                   (% of offering price) (% of offering price) (% of net investment)  (% of offering price)
- ---------------------------------------------------------------------------------------------------------------------------
 SHORT-TERM STRATEGIC INCOME FUND
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                   <C>                    <C>  
 Up to $99,999                     3.00%                 2.26%                 0.25%                  2.50%
- ---------------------------------------------------------------------------------------------------------------------------
 $100,000 - $499,999               2.50%                 2.01%                 0.25%                  2.25%
- ---------------------------------------------------------------------------------------------------------------------------
 $500,000 - $999,999               2.00%                 1.51%                 0.25%                  1.75%
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
 WORLD BOND FUND
- ---------------------------------------------------------------------------------------------------------------------------
 Up to $99,999                     4.50%                 3.76%                 0.25%                  4.00%
- ---------------------------------------------------------------------------------------------------------------------------
 $100,000 - $249,999               3.75%                 3.01%                 0.25%                  3.25%
- ---------------------------------------------------------------------------------------------------------------------------
 $250,000 - $499,999               2.75%                 2.06%                 0.25%                  2.30%
- ---------------------------------------------------------------------------------------------------------------------------
 $500,000 - $999,999               2.00%                 1.51%                 0.25%                  1.75%
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
 GROWTH FUNDS
- ---------------------------------------------------------------------------------------------------------------------------
 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
 $1 MILLION OR MORE (ALL FUNDS)
- ---------------------------------------------------------------------------------------------------------------------------
 First $1M - $4,999,999            --                    0.75%                 0.25%                  1.00%
- ---------------------------------------------------------------------------------------------------------------------------
 Next $1 - $5M above that          --                    0.25%                 0.25%                  0.50%
- ---------------------------------------------------------------------------------------------------------------------------
 Next $1 or more above that        --                    0.00%                 0.25%                  0.25%
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
 WAIVER INVESTMENTS(2)             --                    0.00%                 0.25%                  0.25%
- ---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
 CLASS B INVESTMENTS
- ---------------------------------------------------------------------------------------------------------------------------
                                                         MAXIMUM
                                                         REALLOWANCE           FIRST YEAR             MAXIMUM
                                                         OR COMMISSION         SERVICE FEE            TOTAL COMPENSATION
                                                         (% of offering price) (% of net investment)  (% of offering price)
- ---------------------------------------------------------------------------------------------------------------------------
 SHORT-TERM STRATEGIC INCOME FUND
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                   <C>                    <C>  
 All amounts                                             2.25%                 0.25%                  2.50%

- ---------------------------------------------------------------------------------------------------------------------------
 ALL OTHER FUNDS
- ---------------------------------------------------------------------------------------------------------------------------
 All amounts                                             3.75%                 0.25%                  4.00%
- ---------------------------------------------------------------------------------------------------------------------------

(1) Reallowance/commission percentages and service fee percentages are calculated from different amounts, and therefore may
    not equal total compensation percentages if combined using simple addition.
(2) Refers to any investments made by municipalities, financial institutions, trusts and affinity group members that take
    advantage of the sales charge waivers described earlier in this prospectus.

CDSC revenues collected by John Hancock Funds may be used to pay commissions
when there is no initial sales charge.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
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 each fund's
risk profile in the fund-by-fund information.

The funds are 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 a fund utilizes these
securities or practices, its overall performance may be affected, either
positively or negatively. On the following pages are brief descriptions of these
securities and practices, along with the risks associated with them. The funds
follow certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the performance of a John
Hancock international/global fund will be positive over any period of time --
days, months or years. However, international markets have performed better over
the past two decades than domestic markets.

- --------------------------------------------------------------------------------
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).

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.

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.

EXTENSION RISK The risk that an unexpected rise in interest rates will extend
the life of a mortgage-backed security beyond the expected prepayment time,
typically reducing the security's value.

INFORMATION RISK The risk that key information about a security or market is
inaccurate or unavailable.

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.

LEVERAGE RISK Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.

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.

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.

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.

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 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.

NATURAL EVENT RISK The risk of losses attributable to natural disasters, crop
failures and similar events.

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.

POLITICAL RISK The risk of losses attributable to government or political
actions, from changes in tax or trade statutes to governmental collapse and war.

PREPAYMENT RISK The risk that unanticipated prepayments may occur, reducing the
value of mortgage-backed securities.

VALUATION RISK The risk that a fund has valued certain of its securities at a
higher price than it can sell them for.

<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHER-RISK SECURITIES AND PRACTICES
- ------------------------------------------------------------------------------------------------------------------------------------

This table shows each fund's investment limitations as a percentage of portfolio assets. 
In each case the principal types of risk are listed (see previous page for definitions).
Numbers in this table show allowable usage only; for actual usage, consult the fund's annual/semi-annual reports.

10  Percent of total assets ( [ ] )
10  Percent of net assets (roman type)
 X  No policy limitation on usage; fund may be using currently
 o  Permitted, but has not typically been used
- --  Not permitted
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       Pacific    Short-Term
                                                Global                    Global                       Basin      Strategic    World
                                       Global   Marketplace   Global Rx   Technology   International   Equities   Income       Bond
                                       ------   -----------   ---------   ----------   -------------   --------   -----------  -----
<S>                                    <C>      <C>           <C>         <C>          <C>             <C>        <C>          <C>
INVESTMENT PRACTICES

BORROWING: REVERSE REPURCHASE
AGREEMENTS The borrowing of money from
banks or through reverse repurchase
agreements. Leverage credit risks.      [10]      [33.3]       [33.3]        10           [33.3]         [33.3]      [10]        10

CURRENCY TRADING The direct trading or
holding of foreign currencies as an
asset. Currency risk.                    X           X            X           X              X              X          X         X

REPURCHASE AGREEMENTS The purchase of
a security that must later be sold
back to the issuer at the same price
plus interest. Credit risk.              X           X            X           X              X              X          X         X

SECURITIES LENDING The lending of
securities to financial institutions,
which provide cash or government
securities as collateral. Credit risk.  [10]      [33.3]       [33.3]       [33.3]        [33.3]         [33.3]      [30]       [30]

SHORT SALES The selling of securities
which have been borrowed on the
expectation that the market price will
drop.

o Hedged. Hedged leverage, market,       
  correlation, liquidity, opportunity 
  risks                                  --          o            o          --              o              o         --         --
o Speculative. Speculative leverage,
  market, liquidity risks.               --          o            o          --              o              --         --        --

SHORT-TERM TRADING Selling a security
soon after purchase. A portfolio
engaging in short-term trading will
have higher turnover and transaction
expenses. Market risk.                   X           X            X           X              X              X          X        X

WHEN-ISSUED SECURITIES AND FORWARD
COMMITMENTS The purchase or sale of
securities for delivery at a future
date; market value may change before
delivery. Market, opportunity,
leverage risks.                          X           X            X           X              X              X          X        X
- ------------------------------------------------------------------------------------------------------------------------------------
CONVENTIONAL SECURITIES

FOREIGN DEBT SECURITIES Debt
securities issued by foreign
governments or companies. Credit,
currency, interest rate, market,
political risks.                         [5]      [35](1)      [35](1)      10(2)         [35](1)         [35](1)      X(1)     X(1)

NON-INVESTMENT-GRADE DEBT SECURITIES
Debt securities rated below BBB/Baa
are considered junk bonds. Credit,
market, interest rate, liquidity,
valuation, information risks.            --        --          [35]         10(2)          --              --         [67]    [35]

RESTRICTED AND ILLIQUID SECURITIES
Securities not traded on the open
market. May include illiquid Rule 144A
securities. Liquidity, valuation,
market risks.                            15        15           15          15             15              15          15      15
- ------------------------------------------------------------------------------------------------------------------------------------
UNLEVERAGED DERIVATIVE SECURITIES

ASSET-BACKED SECURITIES Securities
backed by unsecured debt, such as
credit card debt; these securities are
often guaranteed or
over-collateralized to enhance their
credit quality. Credit, interest rate
risks.                                   o           o            o           o              o              o          X        X

MORTGAGE-BACKED SECURITIES Securities
backed by pools of mortgages,
including passthrough certificates,
PACs, TACs and other senior classes of
collateralized mortgage obligations
(CMOs). Credit, extension, prepayment,
interest rate risks.                     o           o            o           o              o              o          X        X

PARTICIPATION INTERESTS Securities
representing an interest in another
security or in bank loans. Credit,
interest rate, liquidity, valuation
risks.                                   --        --           --          10(2)          --              --          15(3)   15(3)
</TABLE>

<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHER-RISK SECURITIES AND PRACTICES (cont'd)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                       Pacific    Short-Term
                                                Global                    Global                       Basin      Strategic    World
                                       Global   Marketplace   Global Rx   Technology   International   Equities   Income       Bond
                                       ------   -----------   ---------   ----------   -------------   --------   -----------  -----
<S>                                    <C>      <C>           <C>         <C>          <C>             <C>        <C>          <C>
LEVERAGED DERIVATIVE SECURITIES

CURRENCY CONTRACTS Contracts involving
the right or obligation to buy or sell
a given amount of foreign currency at
a specified price and future date.
o HEDGED. Currency, hedged leverage,
  correlation, liquidity, opportunity
  risks.                                 X           X            X           X              X              X          X         X
o SPECULATIVE. Currency, speculative
  leverage, liquidity risks.             o           o            o           o              o              o          o         o

FINANCIAL FUTURES AND OPTIONS;
SECURITIES AND INDEX OPTIONS Contracts
involving the right or obligation to
deliver or receive assets or money
depending on the performance of one or
more assets or an economic index.
o FUTURES AND RELATED OPTIONS.
  Interest rate, currency, market,
  hedged or speculative leverage,
  correlation, liquidity, opportunity
  risks.                                 X           X            X           o              X              X          X         X
o OPTIONS ON SECURITIES AND INDICES.
  Interest rate, currency, market,
  hedged or speculative leverage,
  correlation, liquidity, credit,
  opportunity risks.                     o           o            o           o              o              o          o         o

STRUCTURED SECURITIES Indexed and/or
leveraged mortgage-backed and other
debt securities, including
principal-only and interest-only
securities, leveraged floating rate
securities and others. These
securities tend to be highly sensitive
to interest rate movements and their
performance may not correlate to these
movements in a conventional fashion.
Credit, interest rate, extension,
prepayment, market, speculative
leverage, liquidity, valuation risks.    X           X            X          10(2)           X              X          X         X

(1)  No more than 25% of the fund's assets will be invested in securities of any one foreign government.
(2)  Included in the 10% limitation on debt securities.
(3)  Included in the 15% limitation on illiquid securities.
(4)  Applies to purchased options only.
</TABLE>

- --------------------------------------------------------------------------------
 ANALYSIS OF FUNDS WITH 5% OR MORE JUNK BONDS(1)
- --------------------------------------------------------------------------------

INVESTMENT-GRADE BONDS

                              QUALITY RATING                SHORT-TERM STRATEGIC
                              (S&P/MOODY'S)(2)              INCOME FUND
                              -----------------             --------------------
                              AAA/Aaa                       12.8%
                              AA/Aa                         26.6%
                              A/A                            6.0%
                              BBB/Baa                        7.6%
- --------------------------------------------------------------------------------

JUNK BONDS

                              QUALITY RATING                SHORT-TERM STRATEGIC
                              (S&P/MOODY'S)(2)             INCOME FUND
                              -----------------             --------------------
                              BB/Ba                         26.2%
                              B/B                           14.9%
                              CCC/Caa                        1.0%
                              CC/Ca                          0.0%
                              C/C                            0.0%
                              D                              0.2%
                              % OF PORTFOLIO IN BONDS       95.3%
- --------------------------------------------------------------------------------

INVESTMENT-GRADE BONDS

                              QUALITY RATING                WORLD BOND
                              (S&P/MOODY'S)(2)              FUND
                              -----------------             ----------
                              AAA/Aaa                       65.7%
                              AA/Aa                         25.5%
                              A/A                            2.3%
                              BBB/Baa                        0.3%
- --------------------------------------------------------------------------------

JUNK BONDS

                              QUALITY RATING                WORLD BOND
                              (S&P/MOODY'S)(2)              FUND
                              -----------------             ----------
                              BB/Ba                          2.6%
                              B/B                            1.3%
                              CCC/Caa                        0.0%
                              CC/Ca                          0.0%
                              C/C                            0.0%
                              D                              0.0%
                              % OF PORTFOLIO IN BONDS       97.7%
- --------------------------------------------------------------------------------

(1) Average weighted quality distribution for the most recent fiscal year.
(2) In cases where the S&P and Moody's ratings for a given bond issue do not
    agree, the issue has been counted in the higher category.

<PAGE>

FOR MORE INFORMATION
- --------------------------------------------------------------------------------

Two documents are available that offer further information on John Hancock
international/global funds:

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS
Includes financial statements, detailed performance information, portfolio
holdings, a statement from portfolio management and the auditor's report.

STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI contains more detailed information on all aspects of the funds. The
current annual/ semi-annual report is included in the SAI.

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


To request a free copy of the current annual/semi-annual report or SAI, please
write or call:

John Hancock Signature Services, Inc.
1 John Hancock Way STE 1000
Boston, MA 02217-1000
Telephone: 1-800-225-5291
EASI-Line: 1-800-338-8080
TDD: 1-800-544-6713
Internet: www.jhancock.com/funds

101 Huntington Avenue
Boston, Massachusetts 02199-7603

                                               (C) 1996 John Hancock Funds, Inc.
                                                                      GLIPN 3/97
<PAGE>

JOHN HANCOCK FUNDS
A GLOBAL INVESTMENT MANAGEMENT FIRM


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




                      JOHN HANCOCK GLOBAL MARKETPLACE FUND
               101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199
               SPECIAL MEETING OF SHAREHOLDERS - NOVEMBER 12, 1997
                   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 John
Hancock  Global   Marketplace  Fund  ("Global   Marketplace   Fund")  which  the
undersigned  is (are)  entitled to vote at the Special  Meeting of  Shareholders
(the "Meeting") of Global  Marketplace Fund to be held at 101 Huntington Avenue,
Boston,  Massachusetts,  on November 22, 1997 at 9:00 a.m.,  Boston time, and at
any adjournment(s) of the Meeting.  All powers may be exercised by a majority of
all proxy  holders or  substitutes  voting or acting,  or, if only one votes and
acts, then by that one.  Receipt of the Proxy Statement dated September 22, 1997
is  hereby  acknowledged.  If not  revoked,  this  proxy  shall be voted for the
proposal:


                                            PLEASE SIGN, DATE AND RETURN
                                            PROMPTLY IN ENCLOSED ENVELOPE

                                            Date __________________, 1997

                                             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>

JOHN HANCOCK FUNDS
A GLOBAL INVESTMENT MANAGEMENT FIRM





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

THIS PROXY SHALL BE VOTED IN FAVOR OF (FOR)  PROPOSAL 1 IF NO  SPECIFICATION  IS
MADE  BELOW.  AS TO ANY  OTHER  MATTER,  THE  PROXY OR  PROXIES  SHALL  VOTE IN
ACCORDANCE WITH THEIR BEST JUDGEMENT.  PLEASE VOTE BY FILLING IN THE APPROPRIATE
BOX BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.

     (1) To approve  an  Agreement  and Plan of  Reorganization  between  Global
     Marketplace Fund and John Hancock Global Fund. Under this Agreement, Global
     Marketplace  Fund  would  transfer  all of its  assets  to  Global  Fund in
     exchange  for  shares of Global  Fund.  These  shares  will be  distributed
     proportionately  to you and the other  shareholders  of Global  Marketplace
     Fund. Global Fund will also assume Global Marketplace Fund's liabilities.

               ----                         ----                        ----
     FOR      |____|               AGAINST |____|             ABSTAIN  |____|

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



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