HANCOCK JOHN INVESTMENT TRUST III
N-30D, 1998-01-29
Previous: CREST FUNDS INC, NSAR-B, 1998-01-29
Next: CYPRESS SEMICONDUCTOR CORP /DE/, 8-K, 1998-01-29



                               John Hancock Funds


                                  Disciplined
                                     Growth
                                      Fund

                                 Annual Report


                                October 31, 1997

<PAGE>


                  John Hancock Funds - Disciplined Growth Fund

                                    Trustees
                             Edward J. Boudreau, Jr.
                              Dennis S. Aronowitz*
                            Richard P. Chapman, Jr.*
                              William J. Cosgrove*
                               Douglas M. Costle*
                               Leland O. Erdahl *
                              Richard A. Farrell *
                                 Gail D. Fosler*
                               William F. Glavin *
                                 Anne C. Hodsdon
                                 John A. Moore*
                             Patti McGill Peterson*
                                 John W. Pratt*
                               Richard S. Scipione
                                Edward Spellman*
                        * Members of the Audit Committee
                                    Officers
                             Edward J. Boudreau, Jr.
                      Chairman and Chief Executive Officer
                               Robert G. Freedman
                                Vice Chairman and
                            Chief Investment Officer
                                 Anne C. Hodsdon
                                    President
                                 James B. Little
                            Senior Vice President and
                             Chief Financial Officer
                                 Susan S. Newton
                          Vice President and Secretary
                               James J. Stokowski
                          Vice President and Treasurer
                                Thomas H. Connors
                  Second Vice President and Compliance Officer
                                    Custodian
                         Investors Bank & Trust Company
                              200 Clarendon Street
                           Boston, Massachusetts 02116
                                 Transfer Agent
                      John Hancock Signature Services, Inc.
                         1 John Hancock Way, Suite 1000
                        Boston, Massachusetts 02217-1000
                               Investment Adviser
                           John Hancock Advisers, Inc.
                              101 Huntington Avenue
                        Boston, Massachusetts 02199-7603
                              Principal Distributor
                            John Hancock Funds, Inc.
                              101 Huntington Avenue
                        Boston, Massachusetts 02199-7603
                                  Legal Counsel
                                  Hale and Dorr
                                 60 State Street
                           Boston, Massachusetts 02109
                              Independant Auditors
                              Price Waterhouse LLP
                               160 Federal Street
                          Boston, Massachusetts 02110

<PAGE>
                  John Hancock Funds - Disciplined Growth Fund

Statement of Assets and Liabilities
 October 31, 1997
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                <C>
Assets:
    Investments at value - Note C:
                Common stocks                (cost - $  94,419,863 )                                          $125,955,967
                Joint repurchase agreement   (cost - $   6,867,000 )                                             6,867,000
                Corporate savings account                                                                              921
                                                                                                      --------------------
                                                                                                               132,823,888

    Receivable for investments sold                                                                              3,050,476
    Receivable for shares sold                                                                                       3,986
    Dividends receivable                                                                                           135,319
    Interest receivable                                                                                              1,090
    Foreign tax receivable                                                                                             518
    Other assets                                                                                                     4,162
                                                                                                      --------------------
                                                                       Total Assets                            136,019,439
                                                                       ---------------------------------------------------
Liabilities:
    Payable for investments purchased                                                                            3,099,950
    Payable for shares repurchased                                                                                   7,741
    Payable to John Hancock Advisers, Inc.
                and affiliates - Note B                                                                            126,675
    Accounts payable and accrued expenses                                                                           15,124
                                                                                                      --------------------
                                                                       Total Liabilities                         3,249,490
                                                                       ---------------------------------------------------
Net Assets:
    Capital paid-in                                                                                             86,472,491
    Accumulated net realized gain on investments                                                                14,766,204
    Net unrealized appreciation of investments                                                                  31,536,731
    Accumulated net investment loss                                                                                 (5,477)
                                                                                                      --------------------
                                                                       Net Assets                             $132,769,949
                                                                       ===================================================
Net Asset Value Per Share:
    (Based on net asset values and shares of beneficial 
    interest  outstanding - unlimited number of shares
    authorized with no par value)
    Class A - $35,971,442 / 2,095,360                                                                               $17.17
    =======================================================================================================================
    Class B - $96,798,507 / 5,763,288                                                                               $16.80
    =======================================================================================================================
Maximum Offering Price Per Share*
    Class A - ($17.17 x 105.26%)                                                                                    $18.07
    =======================================================================================================================
    * On single retail sales of less than  $50,000.  On sales of $50,000 or more
    and on group sales the offering price is reduced.
</TABLE>

                       See Notes to Financial Statements.
<PAGE>

                      John Hancock Funds - Disciplined Growth Fund

Statement of Operations
Year ended October 31, 1997
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
<S>                                                                              <C>    
Investment Income:
   Dividends (net of foreign withholding taxes of $8,353)                      $1,805,538
   Interest                                                                       489,986
                                                                     --------------------
                                                                                2,295,524
                                                                     --------------------

   Expenses:
     Investment management fee - Note B                                           962,668
     Distribution and service fee - Note B
       Class A                                                                     97,782
       Class B                                                                    953,320
     Transfer agent fee - Note B                                                  317,651
     Custodian fee                                                                 40,920
     Registration and filing fees                                                  29,697
     Financial services fee - Note B                                               23,566
     Auditing fee                                                                  23,500
     Trustees' fees                                                                 9,708
     Printing                                                                       4,632
     Miscellaneous                                                                  2,818
     Legal fees                                                                     1,909
                                                                     --------------------
                   Total Expenses                                               2,468,171
                   ----------------------------------------------------------------------                                         
                   Net Investment Loss                                           (172,647)
                   ----------------------------------------------------------------------

Realized and Unrealized Gain on Investments:
   Net realized gain on investments sold                                       16,517,935
   Change in net unrealized appreciation/depreciation
      of investments                                                           10,036,060
                                                                     --------------------
                   Net Realized and Unrealized Gain on
                   Investments                                                 26,553,995
                   ----------------------------------------------------------------------
                   Net Increase in Net Assets
                   Resulting from Operations                                  $26,381,348
                   ======================================================================
</TABLE>

                       See Notes to Financial Statements.
<PAGE>

                  John Hancock Funds - Disciplined Growth Fund

Statement of Changes in Net Assets
October 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>
                                                                                              YEAR ENDED OCTOBER 31,
                                                                                         -------------------------------
                                                                                             1996                1997
                                                                                         ------------       ------------
Increase (Decrease) in Net Assets:
From Operations:
  Net investment loss                                                                        ($83,995)         ($172,647)
  Net realized gain on investments sold                                                    13,412,288         16,517,935
  Change in net unrealized appreciation/depreciation of investments                        10,413,875         10,036,060
                                                                                         ------------       ------------
    Net Increase in Net Assets Resulting from Operations                                   23,742,168         26,381,348
                                                                                         ------------       ------------

Distributions to Shareholders:
  Distributions from net realized gain on investments sold
    Class A - ($0.1030 and $1.7182 per share, respectively)                                  (218,913)        (3,141,926)
    Class B - ($0.1030 and $1.7182 per share, respectively)                                  (691,213)       (10,186,413)
                                                                                         ------------       ------------
    Total Distributions to Shareholders                                                      (910,126)       (13,328,339)
                                                                                         ------------       ------------

From Fund Share Transactions - Net: *                                                     (15,386,732)        (1,598,035)
                                                                                         ------------       ------------

Net Assets:
  Beginning of period                                                                     113,869,665        121,314,975
                                                                                         ------------       ------------
  End of period (including accumulated net investment loss
    of none and $5,477, respectively)                                                    $121,314,975       $132,769,949
                                                                                         ============       ============ 

* Analysis of Fund Share Transactions:


                                                                               YEAR ENDED OCTOBER 31,
                                                        -----------------------------------------------------------------    
                                                                    1996                                 1997
                                                        -----------------------------       -----------------------------    
                                                           SHARES            AMOUNT           SHARES            AMOUNT
                                                        -----------      ------------       ----------        -----------
CLASS A
  Shares sold                                            1,009,864        $14,846,003          444,482         $6,976,511
  Shares issued to shareholders in reinvestment             
  of distributions                                          15,749            211,679          212,961          3,038,956
                                                        -----------      ------------       ----------        -----------  
                                                          1,025,613        15,057,682          657,443         10,015,467
  Less shares repurchased                                (1,345,465)      (19,632,832)        (410,838)        (6,487,188)
                                                        ===========      ============       ==========        =========== 
  Net increase (decrease)                                  (319,852)      ($4,575,150)         246,605         $3,528,279
                                                        ===========      ============       ==========        =========== 
CLASS B
  Shares sold                                               687,430        $9,579,944          408,644         $6,251,617
  Shares issued to shareholders in reinvestment             
  of distributions                                           48,668           649,722          656,617          9,225,469
                                                        -----------      ------------       ----------        -----------
                                                            736,098        10,229,666        1,065,261         15,477,086
  Less shares repurchased                                (1,497,331)       (1,041,248)      (1,331,002)       (20,603,400)
                                                        ===========      ============       ==========        ============
  Net decrease                                             (761,233)     ($10,811,582)        (265,741)       ($5,126,314)
                                                        ===========      ============       ==========        ===========
</TABLE>


                       See Notes to Financial Statements.
<PAGE>
            John Hancock Funds - John Hancock Disciplined Growth Fund

Financial Highlights
Selected  data for a share of beneficial  interest  outstanding  throughout  the
period  indicated,  investment  returns,  key ratios and  supplemental  data are
listed as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------

                                                                        YEAR ENDED OCTOBER 31,
                                                                --------------------------------------------------------
                                                                  1993         1994      1995         1996         1997
                                                                --------     -------    -------      -------     -------
                                                                   <S>          <C>       <C>            <C>        <C>
CLASS A
Per Share Operating Performance
   Net Asset Value, Beginning of Period                         $ 10.99      $ 12.39    $ 12.02      $ 12.77     $ 15.56
                                                                -------      -------    -------      -------     -------
   Net Investment Income                                           0.08 (1)     0.10       0.08 (1)     0.07 (1)    0.06 (1)
   Net Realized and Unrealized Gain on Investments                 1.34         0.07       1.29         2.82        3.27
                                                                -------      -------    -------      -------     -------
     Total from Investment Operations                              1.42         0.17       1.37         2.89        3.33
                                                                -------      -------    -------      -------     -------
   Less Distributions:
   Dividends from Net Investment Income                           (0.02)       (0.10)     (0.10)        -           -   
                                                                                    
   Distributions from Net Realized Gain on Investment Sold         -           (0.44)     (0.52)       (0.10)      (1.72)
                                                                -------      -------    -------      -------     -------
     Total Distributions                                          (0.02)       (0.54)     (0.62)       (0.10)      (1.72)
                                                                -------      -------    -------      -------     ------- 
   Net Asset Value, End of Period                               $ 12.39      $ 12.02    $ 12.77      $ 15.56     $ 17.17
                                                                =======      =======    =======      =======     =======
   Total Investment Return at Net Asset Value (2)                12.97%        1.35%     12.21%       22.78%      23.63%

Ratios and Supplemental Data
   Net Assets, End of Period (000s omitted)                     $23,372      $23,292    $27,692      $28,760     $35,971
   Ratio of Expenses to Average Net Assets                        1.60%        1.53%      1.46%        1.47%       1.40%
   Ratio of Net Investment Income to Average Net Assets           0.64%        0.83%      0.69%        0.46%       0.38%
   Portfolio Turnover Rate                                          71%          60%        65%          78%         58%
   Average Broker Commission Rate (3)                               N/A          N/A        N/A      $0.0698     $0.0699


CLASS B
Per Share Operating Performance
   Net Asset Value, Beginning of Period                         $ 10.97      $ 12.31    $ 11.95      $ 12.69     $ 15.35       
                                                                -------      -------    -------      -------     ------- 
   Net Investment Income (Loss)                                    0.02 (1)     0.03       0.01 (1)    (0.03) (1)  (0.05) (1)
   Net Realized and Unrealized Gain on Investments                 1.33         0.07       1.28         2.79        3.22
                                                                -------      -------    -------      -------     ------- 
     Total from Investment Operations                              1.35         0.10       1.29         2.76        3.17
                                                                -------      -------    -------      -------     ------- 
   Less Distributions:
   Dividends from Net Investment Income                           (0.01)       (0.02)     (0.03)        -           -
                                                                                     
   Distributions from Net Realized Gain on Investments Sold        -           (0.44)     (0.52)       (0.10)      (1.72)
                                                                -------      -------    -------      -------     ------- 
     Total Distributions                                          (0.01)       (0.46)      0.55)       (0.10)      (1.72)
                                                                -------      -------    -------      -------     ------- 
   Net Asset Value, End of Period                               $ 12.31      $ 11.95    $ 12.69      $ 15.35     $ 16.80       
                                                                =======      =======    =======      =======     =======
   Total Investment Return at Net Asset Value (2)                12.34%        0.78%     11.51%       21.89%      22.83%


Ratios and Supplemental Data
   Net Assets, End of Period (000s omitted)                     $93,853      $94,431    $86,178      $92,555     $96,799
   Ratio of Expenses to Average Net Assets                        2.09%        2.10%      2.11%        2.17%       2.10%
   Ratio of Net Investment Income (Loss) to                       0.17%        0.25%      0.06%       (0.24%)     (0.31%)
Average Net Assets
   Portfolio Turnover Rate                                          71%          60%        65%          78%         58%
  Average Broker Commission Rate (3)                                N/A          N/A        N/A      $0.0698     $0.0699


(1) Based on the average of the shares outstanding at the end of each month.
(2)  Assumes  dividend  reinvestment  and does not  reflect  the effect of sales
     charges.
(3)  Per portfolio share traded.  Required for fiscal years that began September
     1, 1995 or later.
</TABLE>

                       See Notes to Financial Statements.
<PAGE>

            John Hancock Funds - John Hancock Disciplined Growth Fund
                                                                               

Schedule of Investments
October 31, 1997
- --------------------------------------------------------------------------------

                                                     NUMBER OF         MARKET
ISSUER, DESCRIPTION                                   SHARES           VALUE
- -------------------                                  ---------       ---------

COMMON STOCKS
Advertising (1.07%)
Interpublic Group, Inc.                               30,000         $ 1,425,000

Banks - United States (4.88%)
First Tennessee National Corp                         30,000           1,728,750
Mellon Bank Corp.                                     30,000           1,546,875
Norwest Corp.                                         60,000           1,923,750
Regions Financial Corp.                               35,000           1,286,250
                                                                     -----------
                                                                       6,485,625
                                                                     -----------
Beverages (1.39%)
PepsiCo, Inc.                                         50,000           1,840,625
                                                                     -----------
Building (3.14%)
Clayton Homes, Inc.                                  120,000           1,972,500
Masco Corp.                                           50,000           2,193,750
                                                                     -----------
                                                                       4,166,250
                                                                     -----------
Chemicals (3.86%)
Air Products & Chemicals, Inc.                        15,000           1,140,000
RPM, Inc.                                            100,000           1,875,000
Sigma-Aldrich Corp.                                   60,000           2,107,500
                                                                     -----------
                                                                       5,122,500
                                                                     -----------
Computers (12.08%)
Automatic Data Processing, Inc.                       50,000           2,556,250
Cisco Systems, Inc.*                                  30,000           2,460,936
Computer Sciences Corp.*                              15,000           1,064,062
First Data Corp.                                      60,000           1,743,750
Fiserv, Inc.*                                         45,000           2,013,750
Hewlett-Packard Co.                                   25,000           1,542,187
Microsoft Corp.*                                      20,000           2,600,000
Sun Microsystems, Inc.*                               60,000           2,055,000
                                                                     -----------
                                                                      16,035,935
                                                                     -----------


                       See Notes to Financial Statements.
<PAGE>

            John Hancock Funds - John Hancock Disciplined Growth Fund


                                                     NUMBER OF         MARKET
ISSUER, DESCRIPTION                                   SHARES           VALUE
- -------------------                                  ---------       ---------

Containers (1.15%)                                                           
Bemis Co.                                             40,000         $ 1,525,000
                                                                     -----------
Electronics (5.87%)
AMP, Inc.                                             30,000           1,350,000
BMC Industries, Inc.                                  29,800             959,187
Emerson Electric Co.                                  30,000           1,573,125
General Electric Co.                                  20,000           1,291,250
Parker- Hannifin Corp.                                 2,100              87,806
Rockwell International Corp.                          25,000           1,225,000
Grainger (W.W.), Inc.                                 15,000           1,311,563
                                                                     -----------
                                                                       7,797,931
                                                                     -----------
Finance (1.83%)
Franklin Resources, Inc.                              27,000           2,426,625
                                                                     -----------
                                                                       
Food (4.54%)
Archer-Daniels-Midland Co.                            94,500           2,102,625
ConAgra, Inc.                                         46,000           1,385,750
Flowers Industries, Inc.                              85,000           1,615,000
Heinz (H.J.) Co.                                      20,000             928,750
                                                                     -----------
                                                                       6,032,125
                                                                     -----------
Furniture (1.73%)
Leggett & Platt, Inc.                                 55,000           2,296,250
                                                                     -----------
Household (1.45%)
Newell Co.                                            50,000           1,918,750
                                                                     -----------

                       See Notes to Financial Statements.
<PAGE>

            John Hancock Funds - John Hancock Disciplined Growth Fund


                                                     NUMBER OF         MARKET
ISSUER, DESCRIPTION                                   SHARES           VALUE
- -------------------                                  ---------       ---------

Insurance (9.15%)
AFLAC, Inc.                                           30,000         $ 1,526,250
Chubb Corp.                                           24,000           1,590,000
General Re Corp.                                      10,000           1,971,875
HCC Insurance Holdings, Inc.                          64,200           1,500,675
ReliaStar Financial Corp.                             70,000           2,616,250
Travelers Group, Inc.                                 42,000           2,940,000
                                                                     -----------
                                                                      12,145,050
                                                                     -----------
Leisure (1.00%)
X-Rite, Inc.                                          68,500           1,327,187
                                                                     -----------
Linen Supply & Related (1.36%)
G & K Services, Inc. (Class A)                        50,000           1,800,000
                                                                     -----------
Machinery (3.63%)
Dover Corp.                                           40,000           2,700,000
Pentair, Inc.                                         55,000           2,124,375
                                                                     -----------
                                                                       4,824,375
                                                                     -----------
Media (2.02%)
Central Newspapers, Inc. (Class A)                    20,000           1,313,750
Gannett Co., Inc.                                     26,000           1,366,625
                                                                     -----------
                                                                       2,680,375
                                                                     -----------
Medical (10.31%)
Abbott Laboratories                                   35,000           2,145,938
Baxter International, Inc.                            45,000           2,081,250
Johnson & Johnson                                     25,000           1,434,375
Jones Medical Industries, Inc.                        60,000           1,807,500
Lilly (Eli) & Co.                                     30,000           2,006,250
Medtronic, Inc.                                       40,000           1,740,000
SmithKline Beecham PLC,
   American Depository Receipts
   (ADR) (United Kingdom)                             52,000           2,476,500
                                                                     -----------
                                                                      13,691,813
                                                                     -----------
Oil & Gas (7.47%)
Amoco Corp.                                           15,000           1,375,313
Chevron Corp.                                         19,000           1,575,813
Enron Corp.                                           15,000             570,000
Enron Oil & Gas Co.                                   50,000           1,053,125
Mobil Corp.                                           34,000           2,475,625
Repsol SA  (ADR) (Spain)                              35,000           1,487,500
Sonat, Inc.                                           30,000           1,378,125
                                                                     -----------
                                                                       9,915,501
                                                                     -----------

                       See Notes to Financial Statements.
<PAGE>

            John Hancock Funds - John Hancock Disciplined Growth Fund


                                                     NUMBER OF         MARKET
ISSUER, DESCRIPTION                                   SHARES           VALUE
- -------------------                                  ---------       ---------

Retail (8.24%)
Arbor Drugs, Inc.                                     60,000        $  1,605,000
Dayton Hudson Corp.                                   30,000           1,884,375
Family Dollar Stores, Inc.                            90,000           2,115,000
Home Depot, Inc.                                      60,000           3,337,500
Sysco Corp.                                           50,000           2,000,000
                                                                    ------------
                                                                      10,941,875
                                                                    ------------
Soap & Cleaning Preparations (1.43%)
Ecolab, Inc.                                          40,000           1,902,500
                                                                    ------------
Transport (0.04%)
C.H. Robinson Worldwide, Inc.*                         2,400              52,800
                                                                    ------------
Utilities (7.23%)
Ameritech Corp.                                       10,000             650,000
Bell Atlantic Corp.                                   10,000             798,750
Century Telephone Enterprises, Inc.                   60,000           2,546,250
National Fuel Gas Co.                                 30,000           1,323,750
Questar Corp.                                         45,000           1,738,125
SBC Communications, Inc.                              40,000           2,545,000
                                                                    ------------
                                                                       9,601,875
                                                                    ------------
                      TOTAL COMMON STOCKS
                      (Cost $94,419,863)             (94.87%)        125,955,967
                                                     -------        ------------


                       See Notes to Financial Statements.
<PAGE>

            John Hancock Funds - John Hancock Disciplined Growth Fund

<TABLE>
<CAPTION>

                                                INTEREST    PAR VALUE
                                                  RATE    (000s OMITTED)    MARKET VALUE
                                                --------  --------------    ------------  
<S>                                               <C>       <C>                 <C>
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (5.17%)
Investment in a joint repurchase agreement
   transaction with Aubrey G. Lanston & Co. -
   Dated 10-31-97, Due 11-03-97 (Secured by
   U.S. Treasury Notes, 5.00% thru 9.25%
   Due 02-28-98 thru 04-30-02) - Note A            5.68%    $ 6,867         $  6,867,000
                                                                            ------------
Corporate Savings Account (  0.00%)
  Investors Bank & Trust Company
    Daily Interest Savings Account
    Current Rate 4.95%                                                               921
                                                                            ------------
TOTAL SHORT-TERM INVESTMENTS (5.17%)                                           6,867,921
                             -------                                        ------------
TOTAL INVESTMENTS (100.04%)                                                 $132,823,888
                  ---------                                                 ============
                 

*Non-Income producing security.
The  pecentage  shown for each  investment  category  is the total value of that
category as a percentage of the net assets of the Fund.
</TABLE>

                       See Notes to Financial Statements.

<PAGE>
                  John Hancock Funds - Disciplined Growth Fund

NOTE A --
ACCOUNTING POLICIES
John  Hancock  Investment  Trust II (the  "Trust")(formerly  Freedom  Investment
Trust) is a diversified open-end management investment company, registered under
the Investment  Company Act of 1940.  The Trust  consists of three series:  John
Hancock  Disciplined  Growth Fund (the "Fund"),  John Hancock Regional Bank Fund
and John Hancock  Financial  Industries  Fund. The other two series of the Trust
are reported in separate financial  statements.  The investment objective of the
Fund is to achieve  long-term growth of capital by investing only in established
companies that have demonstrated both earnings growth and stability.
 
     The Trustees have authorized the issuance of multiple  classes of shares of
the Fund,  designated  as Class A and Class B shares.  The  shares of each class
represent an interest in the same  portfolio of investments of the Fund and have
equal rights to voting,  redemptions,  dividends  and  liquidation,  except that
certain  expenses,  subject  to the  approval  of the  Trustees,  may be applied
differently  to each class of shares in accordance  with current  regulations of
the  Securities  and  Exchange  Commission  and the  Internal  Revenue  Service.
Shareholders  of a class which bears  distribution  and service  expenses  under
terms of a distribution  plan have exclusive voting rights to that  distribution
plan.

     Significant accounting policies of the Fund are as follows:

VALUATION OF  INVESTMENTS  Securities in the Fund's  portfolio are valued on the
basis of market quotations, valuations provided by independent pricing services,
or, at fair value as  determined  in good faith in  accordance  with  procedures
approved by the Trustees.  Short-term debt  investments  maturing within 60 days
are valued at amortized cost which approximates market value.

JOINT  REPURCHASEAGREEMENT   Pursuant  to  an  exemptive  order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies having a management  contract with John Hancock  Advisers,
Inc. (the "Adviser"), a wholly owned subsidiary of The Berkeley Financial Group,
may  participate in a joint  repurchase  agreement.  Aggregate cash balances are
invested in one or more repurchase  agreements,  whose underlying securities are
obligations of the U.S.  government  and/or its agencies.  The Fund's  custodian
bank receives delivery of the underlying securities for the joint account on the
Fund's  behalf.  The Adviser is  responsible  for ensuring that the agreement is
fully collateralized at all times.

INVESTMENT  TRANSACTIONS  Investment transactions are recorded as of the date of
purchase,  sale  or  maturity.  Net  realized  gains  and  losses  on  sales  of
investments are determined on the identified cost basis.

FEDERAL INCOME TAXES The Fund's policy is to comply with the requirements of the
Internal Revenue Code that are applicable to regulated  investment companies and
to  distribute  all of its taxable  income,  including  any net realized gain on
investments, to its shareholders.  Therefore, no federal income tax provision is
required.

DIVIDENDS,  DISTRIBUTIONS AND INTEREST Dividend income on investment  securities
is recorded on the ex-dividend date, or, in the case of some foreign securities,
on the date  thereafter  when the Fund is made aware of the  dividend.  Interest
income on investment securities is recorded on the accrual basis. Foreign income
may be subject to foreign withholding taxes which are accrued as applicable.

     The Fund records all  distributions  to  shareholders  from net  investment
income and  realized  gains on the  ex-dividend  date.  Such  distributions  are
determined  in  conformity  with income tax  regulations,  which may differ from
generally  accepted  accounting  principles.  Dividends  paid by the  Fund  with
respect to each class of shares will be  calculated  in the same manner,  at the
same time and will be in the same amount, except for the effect of expenses that
may be applied differently to each class.

CLASS  ALLOCATIONS  Income,  common  expenses and realized and unrealized  gains
(losses) are  calculated at the Fund level and allocated  daily to each class of
shares based on the relative net assets of the respective classes.  Distribution
and service fees, if any, are  calculated  daily at the class level based on the
appropriate net assets of each class and the specific expense rate(s) applicable
to each class.

<PAGE>

                  John Hancock Funds - Disciplined Growth Fund

EXPENSES The majority of the expenses of the Trust are directly  identifiable to
an individual  fund.  Expenses which are not readily  identifiable to a specific
fund  are  allocated  in  such  a  manner  as  deemed  equitable,   taking  into
consideration,  among  other  things,  the nature  and type of  expense  and the
relative sizes of the funds.

USE OF ESTIMATES The  preparation  of these  financial  statements in accordance
with generally accepted  accounting  principles  incorporates  estimates made by
management in determining the reported amount of assets,  liabilities,  revenues
and expenses of the Fund. Actual results could differ from these estimates.

BANK  BORROWINGS The Fund is permitted to have bank  borrowings for temporary or
emergency purposes,  including the meeting of redemption requests that otherwise
might require the untimely  disposition of securities.  These agreements  enable
the Fund to participate  with other Funds managed by the Advisor in an unsecured
line  of  credit  with  banks  which  permit  borrowings  up  to  $600  million,
collectively.  Interest is charged to each Fund,  based on its  borrowing,  at a
rate equal to 0.50% over the Fed Funds Rate. In addition, a commitment fee, at a
rate of 0.075% per annum based on the average  daily unused  portion of the line
of credit, is allocated among the participating Funds. The Fund had no borrowing
activity for the year ended October 31, 1997.

NOTE B- 
MANAGEMENT FEE AND TRANSACTIONS WITH AFFILIATES AND OTHERS
Under  the  present  investment  management  contract,  the Fund  pays a monthly
management fee to the Adviser for a continuous investment program equivalent, on
an annual basis, to the sum of (a) 0.75% of the first $500,000,000 of the Fund's
average  daily net asset  value and (b) 0.65% of the  Fund's  average  daily net
asset value in excess of $500,000,000.

     John Hancock  Funds,  Inc. ("JH Funds"),  a wholly owned  subsidiary of the
Adviser, and Freedom  Distributors  Corporation ("FDC") acted as Co-Distributors
for shares of the Fund.  For the year ended October 31, 1997,  net sales charges
received  with regard to sales of Class A shares  amounted  to $62,241.  Of this
amount,  $8,493 was retained and used for  printing  prospectuses,  advertising,
sales  literature and other purposes,  $19,357 was paid as sales  commissions to
unrelated  broker-dealers  and  $34,391 was paid as sales  commissions  to sales
personnel of John Hancock Distributors,  Inc. ("Distributors"),  Tucker Anthony,
Incorporated  ("Tucker Anthony") and Sutro & Co., Inc.  ("Sutro"),  all of which
are related  broker-dealers.  The Adviser's indirect parent, John Hancock Mutual
Life  Insurance  Company  ("JHMLICo"),  is  the  indirect  sole  shareholder  of
Distributors  and was the indirect sole  shareholder  until November 29, 1996 of
John Hancock Freedom Securities Corporation and its subsidiaries,  which include
FDC, Tucker Anthony and Sutro.

     Class B shares  which are  redeemed  within six years of  purchase  will be
subject to a  contingent  deferred  sales  charge  ("CDSC") at  declining  rates
beginning  at 5.0% of the  lesser  of the  current  market  value at the time of
redemption or the original purchase cost of the shares being redeemed.  Proceeds
from the CDSC  are paid to JH Funds  and are used in whole or in part to  defray
its  expenses  for  providing  distribution  related  services  to the  Fund  in
connection with the sale of Class B shares. For the year ended October 31, 1997,
the contingent deferred sales charges paid to JH Funds amounted to $162,920.  

     In addition,  to reimburse the Co-Distibutors for the services they provide
as distributors of shares of the Fund, the Fund has adopted  Distribution  Plans
with respect to Class A and Class B pursuant to Rule 12b-1 under the  Investment
Company  Act  of  1940.  Accordingly,   the  Fund  will  make  payments  to  the
Co-Distributors for distribution and service expenses,  at an annual rate not to
exceed  0.30% of Class A average  daily net  assets and 1.00% of Class B average
daily net assets to reimburse  the  Co-Distibutors  for their  distribution  and
service costs.  Up to a maximum of 0.25% of such payments may be service fees as
defined by the amended  Rules of Fair  Practice of the National  Association  of
Securities Dealers.  Under the amended Rules of Fair Practice,  curtailment of a
portion of the Fund's 12b-1 payments could occur under certain circumstances.

<PAGE>

                  John Hancock Funds - Disciplined Growth Fund


     The Fund  has a  transfer  agent  agreement  with  John  Hancock  Signature
Services,  Inc. ("Signature  Services"),  an indirect subsidiary of JHMLICo. The
Fund pays transfer  agent fees based on the number of  shareholder  accounts and
certain  out-of-pocket  expenses.  The Fund has an agreement with the Adviser to
perform  necessary  tax and  financial  management  services  for the Fund.  The
compensation  for the  year  was at an  annual  rate of less  than  0.02% of the
average net assets of the Fund.
   
     Mr.  Edward J.  Boudreau,  Jr.,  Ms.  Anne C.  Hodsdon  and Mr.  Richard S.
Scipione are trustees and/or  officers of the Adviser and/or its affiliates,  as
well as Trustees of the Fund. The compensation of unaffiliated Trustees is borne
by the Fund. The unaffiliated Trustees may elect to defer for tax purposes their
receipt of this  compensation  under the John  Hancock  Group of Funds  Deferred
Compensation  Plan. The Fund makes investments into other John Hancock funds, as
applicable, to cover its liability for the deferred compensation. Investments to
cover the Fund's  deferred  compensation  liability  are  recorded on the Fund's
books as an other asset.  The deferred  compensation  liability  and the related
other  asset are always  equal and are  marked to market on a periodic  basis to
reflect any income earned by the investment as well as any  unrealized  gains or
losses.  At October  31,  1997,  the Fund's  investments  to cover the  deferred
compensation liability had unrealized appreciation of $627.

NOTE C --
INVESTMENT TRANSACTIONS
Purchases and proceeds from sales of securities,  other than  obligations of the
U.S.  government  and its agencies and  short-term  securities,  during the year
ended October 31, 1997,  aggregated  $70,044,480 and  $84,404,164  respectively.
There were no purchases or sales of obligations  of the U.S.  government and its
agencies during the year ended October 31, 1997.
    
     The cost of  investments  owned at October  31, 1997  (including  the joint
repurchase  agreement) for federal income tax purposes was  $101,297,988.  Gross
unrealized  appreciation and depreciation of investments  aggregated $32,958,244
and  $1,433,265,  respectively,  resulting  in net  unrealized  appreciation  of
$31,524,979.

NOTE D --
RECLASSIFICATION OF ACCOUNTS
During the year ended  October 31, 1997,  the Fund has  reclassified  amounts to
reflect  a  decrease  in  accumulated   net  realized  gain  on  investments  of
$1,751,672,  a decrease in accumulated  net  investment  loss of $167,170 and an
increase in capital paid-in of $1,584,502.  This represents the amount necessary
to  report  these  balances  on  a  tax  basis,   excluding   certain  temporary
differences,  as of October 31, 1997.  Additional  adjustments  may be needed in
subsequent reporting periods. These  reclassifications,  which have no impact on
the  net  asset  value  of the  Fund,  are  primarily  attributable  to the  net
investment  loss  and  the  use  of tax  equalization.  The  calculation  of net
investment  income  per  share  in  the  financial   highlights  excludes  these
adjustments.

NOTE E --
SUBSEQUENT EVENTS
On September 9, 1997  shareholders  approved a vote on a proposed merger between
the Fund and the John Hancock Growth Fund ("Growth  Fund").  The  reorganization
provides for a transfer of  substantially  all the assets and liabilities of the
Fund to the Growth Fund.  After the  transaction and as of the close of business
on December 5, 1997, the Fund will be terminated.

<PAGE>

                  John Hancock Funds - Disciplined Growth Fund


REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of John Hancock Disciplined Growth Fund
and the Trustees of  John Hancock Investment Trust II

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statement of  operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial  position of John Hancock  Disciplined Growth
Fund (the "Fund") (a series of John Hancock  Investment Trust II) at October 31,
1997, and the results of its  operations,  the changes in its net assets and the
financial  highlights for the periods  indicated,  in conformity  with generally
accepted  accounting  principles.   These  financial  statements  and  financial
highlights   (hereafter   referred  to  as  "financial   statements")   are  the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting principles used and the significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which included  confirmation of securities owned at October 31, 1997 by
correspondence  with the custodian and the  application of alternative  auditing
procedures where  investments  purchased were not yet received by the custodian,
provide a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
December 15, 1997



TAX INFORMATION NOTICE (UNAUDITED)

     For Federal  income tax purposes,  the following  information  is furnished
with  respect to the  distributions  of the Fund  during  the fiscal  year ended
October 31, 1997.

     The Fund  designated  a  distribution  to  shareholders  of  $9,255,715  as
long-term  capital gain dividends.  These amounts were reported on the 1996 U.S.
Treasury Department Form 1099-DIV.

     With  respect to the  dividends  paid by the Fund for the fiscal year ended
October 31, 1997, 32.81% qualify for the corporate dividends received deduction.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission