HANCOCK JOHN INVESTMENT TRUST III
497, 2000-11-02
Previous: LIBERTY STEIN ROE FUNDS INCOME TRUST, 497, 2000-11-02
Next: GERMANY FUND INC, N-23C-1, 2000-11-02




                                                                    John Hancock
                                                                    Equity Funds

                                                                      Prospectus


                                                                November 1, 2000

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

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


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

                                                          [LOGO] John Hancock(R)
                                                          ----------------------
                                                            JOHN HANCOCK FUNDS
<PAGE>

Contents


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

A fund-by-fund summary         Balanced Fund                                   4
of goals, strategies, risks,   Core Equity Fund                                6
performance and expenses.      Core Growth Fund                                8
                               Core Value Fund                                10
                               Focused Relative Value Fund                    12
                               Large Cap Growth Fund                          14
                               Large Cap Value Fund                           16
                               Mid Cap Growth Fund                            18
                               Small Cap Growth Fund                          20
                               Small Cap Value Fund                           22
                               Sovereign Investors Fund                       24


Policies and instructions      Your account
for opening, maintaining and
closing an account in any      Choosing a share class                         26
equity fund.                   How sales charges are calculated               26
                               Sales charge reductions and waivers            27
                               Opening an account                             28
                               Buying shares                                  29
                               Selling shares                                 30
                               Transaction policies                           32
                               Dividends and account policies                 32
                               Additional investor services                   33


Further information on the     Fund details
equity funds.
                               Business structure                             34
                               Financial highlights                           35


                               For more information                   back cover

<PAGE>

Overview

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

FUND INFORMATION KEY

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

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

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

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

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

JOHN HANCOCK EQUITY FUNDS

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

WHO MAY WANT TO INVEST

These funds may be appropriate for investors who:

o     have longer time horizons

o     want to diversify their portfolios

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

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

Equity funds may NOT be appropriate if you:

o     are investing with a shorter time horizon in mind

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

RISKS OF MUTUAL FUNDS

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

THE MANAGEMENT TEAM

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


                                                                               3
<PAGE>

Balanced Fund

GOAL AND STRATEGY

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

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

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

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

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

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

PORTFOLIO MANAGERS

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

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

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

PAST PERFORMANCE

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

--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                          1993    1994    1995     1996    1997    1998    1999

                         11.38%  -3.51%  24.23%   12.13%  20.79%  14.01%   3.89%

2000 total return as of March 31: -3.99%
Best quarter: Q4 '98, 11.40% Worst quarter: Q3 '99, -4.89%

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

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


4
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

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

YOUR EXPENSES

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

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

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

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

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

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

FUND CODES

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

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

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


                                                                               5
<PAGE>

Core Equity Fund

GOAL AND STRATEGY

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

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

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

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

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

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

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

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

SUBADVISER

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

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

PAST PERFORMANCE


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


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                  1992    1993    1994    1995     1996    1997    1998    1999

                  9.01%  16.12%  -2.14%  37.20%   21.24%  29.19%  28.84%  12.37%

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

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                  Life of    Life of    Life of
                          1 year      5 year      Class A    Class B    Class C
Class A - began 6/10/91   6.74%       24.21%      17.50%     --         --
Class B - began 9/7/95    6.59%       --          --         22.07%     --


Class C - began 5/1/98    9.49%       --          --         --         12.07%
Index                     21.03%      28.54%      19.80%     26.58%     19.84%


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


6
<PAGE>

MAIN RISKS

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

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

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

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

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


                                                                               7
<PAGE>

Core Growth Fund

GOAL AND STRATEGY

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

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

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

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

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

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

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

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

SUBADVISER

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

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

PAST PERFORMANCE

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

--------------------------------------------------------------------------------
Class I year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                                   1996    1997    1998    1999

                                                  20.52%  36.22%  37.94%  20.00%

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

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

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


8
<PAGE>

MAIN RISKS

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

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

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

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

(3)   Expense figures show the expenses for the past year adjusted to reflect
      any changes.

FUND CODES

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

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

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


                                                                               9
<PAGE>

Core Value Fund

GOAL AND STRATEGY

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

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

o     value, meaning they appear to be underpriced

o     improving fundamentals, meaning they show potential for strong growth

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

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

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

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

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

SUBADVISER

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

A subsidiary of John Hancock Financial
Services, Inc.

Founded in 1982

Supervised by the adviser

PAST PERFORMANCE

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

--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                                   1996    1997    1998    1999

                                                  20.66%  30.63%  18.79%   4.65%

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

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

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


10
<PAGE>

MAIN RISKS

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

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

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

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

(3)   Expense figures show the expenses for the past year adjusted to reflect
      any changes.

FUND CODES

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

Class B
----------------------------------------
Ticker            JHVBX
CUSIP             410132815
Newspaper         CoreValB
SEC number        811-8852
JH fund number    188

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


                                                                              11
<PAGE>


Focused Relative Value Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests in stocks of companies of any size. The fund utilizes
a focused investment strategy and will typically concentrate its investments in
20 to 35 U.S. and foreign companies. Because of this focused strategy, the fund
has been classified as non-diversified and may invest more than 5% of assets in
securities of individual companies.

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

The management team uses fundamental financial analysis of individual companies
to identify those with substantial cash flows, reliable revenue streams and
strong competitive positions. The fund may attempt to take advantage of
short-term market volatility by investing in corporate restructurings or pending
acquisitions. The management team also looks for companies with strong senior
management and coherent business strategies. They generally maintain personal
contact with the senior management of the companies the fund invests in.

The fund may also make limited use of certain derivatives (investments whose
value is based on indices or currencies).

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

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

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

PORTFOLIO MANAGERS

Timothy E. Quinlisk, CFA
----------------------------------------
Senior vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1985

R. Scott Mayo, CFA
----------------------------------------
Second vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1993

PAST PERFORMANCE

[Clip Art] This section normally shows how the fund's total return has varied
from year to year, along with a broad-based market index for reference. Because
this is a new fund, there is no past performance to report.


12
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will fluctuate in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
The fund focuses on a small number of companies, making it highly vulnerable to
isolated business setbacks. Similarly, value stocks could underperform growth
stocks.

To the extent the fund invests in a given industry, its performance will be hurt
if that industry performs poorly. In addition, if the managers' security
selection strategies do not perform as expected, the fund could underperform its
peers or lose money.

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

o     If the fund invests heavily in a single issuer, its performance could
      suffer significantly from adverse events affecting that issuer.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. The figures below show estimated annualized expenses. Actual
expenses may be greater or less.

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

--------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
Management fee                               0.85%        0.85%        0.85%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.46%        0.46%        0.46%
Total fund operating expenses                1.61%        2.31%        2.31%
Expense reimbursement
(at least until 10/31/01)                    0.11%        0.11%        0.11%
Net annual operating expenses                1.50%        2.20%        2.20%

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

--------------------------------------------------------------------------------
Expenses                                                  Year 1       Year 3
--------------------------------------------------------------------------------
Class A                                                   $645         $  972
Class B - with redemption                                 $723         $1,011
        - without redemption                              $223         $  711
Class C - with redemption                                 $420         $  804
        - without redemption                              $321         $  804

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

Class A
----------------------------------------
Ticker            --
CUSIP             478032790
Newspaper         --
SEC number        811-3392
JH fund number    61

Class B
----------------------------------------
Ticker            --
CUSIP             478032774
Newspaper         --
SEC number        811-3392
JH fund number    161

Class C
----------------------------------------
Ticker            --
CUSIP             478032766
Newspaper         --
SEC number        811-3392
JH fund number    561



                                                                              13
<PAGE>

Large Cap Growth Fund

GOAL AND STRATEGY

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

In choosing individual stocks, the manager uses fundamental financial analysis
to identify companies with:

o     strong cash flows

o     secure market franchises

o     sales growth that outpaces their industries


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

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


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

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

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

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

PORTFOLIO MANAGER

Team responsible for day-to-day investment management

PAST PERFORMANCE


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


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

-8.34%  41.68%    6.06%  13.03%  -7.50%  27.17%   20.40%  16.70%  26.42%  20.52%

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


--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                           1 year     5 year     10 year    Class B    Class C
Class A                    14.48%     20.93%     14.02%     --         --
Class B - began 1/3/94     14.73%     21.11%     --         16.08%     --
Class C - began 6/1/98     17.51%     --         --         --         22.47%
Index 1                    21.03%     28.54%     18.19%     23.55%     22.32%
Index 2                    29.68%     34.37%     21.02%     28.96%     36.41%

Index 1: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.

Index 2: Russell Top 200 Growth Index, an unmanaged index containing
growth-oriented stocks from the Russell Top 200 Index.

In the future, the adviser will compare the fund's performance only to the
Russell Top 200 Growth Index since it more closely represents the fund's
investment strategy.



14
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

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

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

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


                                                                              15
<PAGE>

Large Cap Value Fund

GOAL AND STRATEGY

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

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

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

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

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

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

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

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

PORTFOLIO MANAGERS

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


R. Scott Mayo, CFA
----------------------------------------
Second vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1993

PAST PERFORMANCE

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


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

-0.44%  32.29%    6.02%   9.74%  -8.49%  36.74%   22.21%  36.71%  15.94%  37.89%

2000 total return as of March 31: 8.07%
Best quarter: Q4 '99, 31.65% Worst quarter: Q3 '98, -12.95%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                           1 year     5 year     10 year    Class B    Class C
Class A                    30.99%     28.25%     17.15%     --         --
Class B - began 8/22/91    31.95%     28.49%     --         18.21%     --


Class C - began 5/1/98     34.60%     --         --         --         20.61%
Index                      21.03%     28.54%     18.19%     19.73%     19.84%


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


16
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

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

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

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


                                                                              17
<PAGE>

Mid Cap Growth Fund

GOAL AND STRATEGY

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

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

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

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

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

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

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

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

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

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

PORTFOLIO MANAGER

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

PAST PERFORMANCE


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


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                  1994    1995     1996    1997    1998    1999

                                 -8.76%  34.24%   29.05%   2.37%   6.53%  58.17%

2000 total return as of March 31: 12.79%
Best quarter: Q4 '99, 45.43% Worst quarter: Q3 '98, -21.36%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                Life of     Life of    Life of
                          1 year     5 year     Class A     Class B    Class C
Class A - began 11/1/93   50.24%     23.19%     16.58%      --         --
Class B - began 11/1/93   52.21%     23.44%     --          16.75%     --


Class C - began 6/1/98    54.58%     --         --          --         33.43%


Index 1                   21.03%     28.54%     23.07%      23.07%     22.32%
Index 2                   18.23%     21.86%     17.21%      17.21%     36.63%

Index 1: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.

Index 2: Russell Midcap Growth Index, an unmanaged index containing those stocks
from the Russell Midcap Index with a greater-than-average growth orientation.


18
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

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

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

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


                                                                              19
<PAGE>

Small Cap Growth Fund

GOAL AND STRATEGY

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

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

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

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

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

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

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

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

PORTFOLIO MANAGERS

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

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

PAST PERFORMANCE


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


--------------------------------------------------------------------------------
Class B year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

-1.15%  58.82%   12.13%  11.82%  -1.49%  42.13%   12.95%  14.45%  11.65%  63.62%

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

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                           1 year     5 year     10 year    Class A    Class C
Class A - began 8/22/91    56.65%     27.03%     --         20.50%     --
Class B                    58.62%     27.25%     20.60%     --         --


Class C - began 6/1/98     60.91%     --         --         --         44.09%


Index 1                    21.26%     16.69%     13.40%     15.19%     7.92%
Index 2                    43.09%     18.99%     13.51%     14.65%     22.94%

Index 1: Russell 2000 Index, an unmanaged index of 2,000 U.S.
small-capitalization stocks.

Index 2: Russell 2000 Growth Index, an unmanaged index containing those stocks
from the Russell 2000 Index with a greater-than-average growth orientation.


20
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will fluctuate in response to stock
market movements.

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

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

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

Class C
----------------------------------------
Ticker            JSGCX
CUSIP             478032501
Newspaper         SmCpGrC
SEC number        811-3392
JH fund number    560


                                                                              21
<PAGE>

Small Cap Value Fund

GOAL AND STRATEGY

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

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

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

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

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

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

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

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

PORTFOLIO MANAGERS

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


R. Scott Mayo, CFA
----------------------------------------
Second vice president of adviser
Joined fund team in 2000
Joined adviser in 1998
Began business career in 1993

PAST PERFORMANCE

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


--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
                                  1994    1995     1996    1997    1998    1999

                                  7.81%  20.26%   12.91%  25.25%  -2.10%  98.25%

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

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                 Life of    Life of    Life of
                           1 year     5 year     Class A    Class B    Class C
Class A - began 1/3/94     88.27%     25.69%     22.54%     --         --
Class B - began 1/3/94     92.03%     25.90%     --         22.67%     --


Class C - began 5/1/98     93.96%     --         --         --         38.80%


Index                      21.26%     16.69%     13.39%     13.39%     4.00%

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


22
<PAGE>

MAIN RISKS

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

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

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

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

Class C
----------------------------------------
Ticker            SPVCX
CUSIP             409905882
Newspaper         SmCpVlC
SEC number        811-3999
JH fund number    537


                                                                              23
<PAGE>

Sovereign Investors Fund

GOAL AND STRATEGY

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

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

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

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

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

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

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

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

PORTFOLIO MANAGERS

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

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

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

PAST PERFORMANCE

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

--------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
--------------------------------------------------------------------------------
 1990    1991     1992    1993    1994    1995     1996    1997    1998    1999

 4.38%  30.48%    7.23%   5.71%  -1.85%  29.15%   17.57%  29.14%  15.62%   5.91%

2000 total return as of March 31: -6.02%
Best quarter: Q4 '98, 15.56% Worst quarter: Q3 '90, -9.03%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/99
--------------------------------------------------------------------------------
                                                            Life of    Life of
                          1 year      5 year     10 year    Class B    Class C
Class A                   0.60%       17.93%     13.23%     --         --
Class B - began 1/3/94    0.20%       18.06%     --         14.55%     --


Class C - began 5/1/98    3.15%       --         --         --         5.59%


Index                     21.03%      28.54%     18.19%     23.55%     19.84%

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


24
<PAGE>

MAIN RISKS

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

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

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

o     Certain derivatives could produce disproportionate losses.

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

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

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

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

YOUR EXPENSES

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

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

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

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

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

(1)   A $4.00 fee may be charged for wire redemptions.

(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

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

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

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


                                                                              25
<PAGE>

Your account

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Class A and Class C Sales charges are as follows:

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

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

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

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

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

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


26  YOUR ACCOUNT
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o     to make payments through certain systematic withdrawal plans

o     to make certain distributions from a retirement plan

o     because of shareholder death or disability

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


                                                                YOUR ACCOUNT  27
<PAGE>

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

To utilize: contact your financial representative or Signature Services.

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

o     selling brokers and their employees and sales representatives

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

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

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



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

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

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

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

1     Read this prospectus carefully.

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

      o     non-retirement account: $1,000

      o     retirement account: $250

      o     group investments: $250

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

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

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

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

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


28  YOUR ACCOUNT
<PAGE>

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

By check

[Clip Art]    o  Make out a check for the      o  Make out a check for the
                 investment amount, payable       investment amount payable
                 to "John Hancock Signature       to "John Hancock Signature
                 Services, Inc."                  Services, Inc."

              o  Deliver the check and your    o  Fill out the detachable
                 completed application to         investment slip from an
                 your financial                   account statement. If no
                 representative, or mail          slip is available, include
                 them to Signature Services       a note specifying the fund
                 (address below).                 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

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

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

By wire

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

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

By Internet

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

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

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

By phone

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

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

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

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

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

Phone Number: 1-800-225-5291

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

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


                                                                YOUR ACCOUNT  29
<PAGE>

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

By letter

[Clip Art]    o  Accounts of any type.        o  Write a letter of
                                                 instruction or complete a
              o  Sales of any amount.            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 Internet

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

By phone

[Clip Art]    o  Most accounts.               o  Call EASI-Line for
                                                 automated service 24 hours
              o  Sales of up to $100,000.        a day using your touch-tone
                                                 phone at 1-800-338-8080.

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

By wire or electronic funds transfer (EFT)

[Clip Art]    o  Requests by letter to sell   o  To verify that the Internet
                 any amount.                     or telephone redemption
                                                 privilege is in place on an
              o  Requests by Internet or         account, or to request the
                 phone to sell up to             form to add it to an
                 $100,000.                       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

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

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

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

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

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


30  YOUR ACCOUNT
<PAGE>

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

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

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

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

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

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

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

                                        o  Signature guarantee if applicable
                                           (see above).

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

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

                                        o  Signature guarantee if applicable
                                           (see above).

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

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

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

                                        o  Signature guarantee if applicable
                                           (see above).

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

                                        o  Signature guarantee if applicable
                                           (see above).

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

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

                                        o  Signature guarantee if applicable
                                           (see above).

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

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

Phone Number: 1-800-225-5291

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


                                                                YOUR ACCOUNT  31
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o     in all other circumstances, every quarter

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

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

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


32  YOUR ACCOUNT
<PAGE>

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

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

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

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

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

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

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

o     Complete the appropriate parts of your account application.

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

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

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

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

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

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

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


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



                                                                YOUR ACCOUNT  33
<PAGE>

Fund details

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

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


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


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

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

[The following information was represented as a flow chart in the printed
material.]

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

  Distribution and
shareholder services

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

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

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

                            John Hancock Funds, Inc.

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

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

                      John Hancock Signature Services, Inc.

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

                                                                        Asset
                                                                      management

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

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

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

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

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

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

                      ------------------------------------
                                   Custodians

                           Investors Bank & Trust Co.
                        State Street Bank and Trust Co.

                       Hold the funds' assets, settle all
                      portfolio trades and collect most of
                         the valuation data required for
                          calculating each fund's NAV.
                      ------------------------------------

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

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


34  FUND DETAILS
<PAGE>

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

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

Balanced Fund

Figures audited by Ernst & Young LLP.

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

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


                                                                FUND DETAILS  35
<PAGE>

Balanced Fund continued

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

(1)   Based on the average of the shares outstanding at the end of each month.

(2)   Less than $0.01 per share.

(3)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(4)   Class C shares began operations on May 1, 1999.

(5)   Not annualized.

(6)   Annualized.


36  FUND DETAILS
<PAGE>

Core Equity Fund

Figures audited by PricewaterhouseCoopers LLP.

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

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


                                                                FUND DETAILS  37
<PAGE>

Core Equity Fund continued

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

(1)   Effective December 31, 1996, the fiscal year end changed from May 31 to
      December 31.

(2)   Based on the average of the shares outstanding at the end of each month.

(3)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(4)   Not annualized.

(5)   An estimated total return calculation that does not take into
      consideration fee reductions by the adviser during the periods shown.

(6)   Annualized.

(7)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than 0.01%.

(8)   Unreimbursed, without fee reduction.

(9)   Less than $0.01 per share.

(10)  Class B shares began operations on September 7, 1995. Class C shares began
      operations on May 1, 1998.


38  FUND DETAILS
<PAGE>

Core Growth Fund

Figures audited by Deloitte & Touche LLP.

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

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


                                                                FUND DETAILS  39
<PAGE>

Core Growth Fund continued

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

(1)   Began operations on July 1, 1999.

(2)   Based on the average of the shares outstanding at the end of each month.

(3)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(4)   Not annualized.

(5)   An estimated total return calculation, which does not take into
      consideration fee reductions by the adviser during the period shown.

(6)   Annualized.

(7)   Unreimbursed, without fee reduction.

(8)   Adjusted expenses as a percentage of average net assets are expected to
      decrease and adjusted net income as a percentage of average net assets is
      expected to increase as the net assets of the fund grow.


40  FUND DETAILS
<PAGE>

Core Value Fund

Figures audited by Deloitte & Touche LLP.

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

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


                                                                FUND DETAILS  41
<PAGE>

Core Value Fund continued

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

(1)   Effective July 1, 1999, existing shares of the fund were designated Class
      A shares. The fund, which had previously only been sold to institutional
      investors, also became available for sale to individual investors.

(2)   Class A shares began operations on October 2, 1995. Class B and Class C
      shares began operations on July 1, 1999.

(3)   Based on the average of the shares outstanding at the end of each month.

(4)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(5)   Not annualized.

(6)   An estimated total return calculation that does not take into
      consideration fee reductions by the adviser during the periods shown.

(7)   Annualized.

(8)   Unreimbursed, without fee reduction.

(9)   Adjusted expenses as a percentage of average net assets are expected to
      decrease and adjusted net income as a percentage of average net assets is
      expected to increase as the net assets of the fund grow.


42  FUND DETAILS
<PAGE>

Large Cap Growth Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                          12/94         12/95         10/96(1)      10/97         10/98         10/99
--------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>           <C>           <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period            $17.40        $15.89        $19.51        $23.28        $24.37        $22.27
Net investment income (loss)                     (0.10)        (0.09)(2)     (0.13)(2)     (0.12)(2)     (0.11)(2)     (0.17)(2)
Net realized and unrealized gain (loss) on
investments                                      (1.21)         4.40          3.90          3.49          2.17          5.65
Total from investment operations                 (1.31)         4.31          3.77          3.37          2.06          5.48
Less distributions:
  Distributions from net realized gain on
  investments sold                               (0.20)        (0.69)           --         (2.28)        (4.16)        (2.71)
Net asset value, end of period                  $15.89        $19.51        $23.28        $24.37        $22.27        $25.04
Total investment return at net asset
value(3) (%)                                     (7.50)        27.17         19.32(4)      16.05          9.80         27.58
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)   146,466       241,700       279,425       303,067       381,591       484,196
Ratio of expenses to average net assets (%)       1.65          1.48          1.48(5)       1.44          1.40          1.35(6)
Ratio of net investment income (loss) to
average net assets (%)                           (0.64)        (0.46)        (0.73)(5)     (0.51)        (0.50)        (0.70)
Portfolio turnover rate (%)                         52            68(7)         59           133           153(7)        183
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                          12/94(8)      12/95         10/96(1)      10/97         10/98         10/99
--------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>           <C>          <C>           <C>
Per share operating performance
Net asset value, beginning of period            $17.16        $15.83        $19.25        $22.83        $23.70        $21.38
Net investment income (loss)(2)                  (0.20)        (0.26)        (0.26)        (0.27)        (0.25)        (0.31)
Net realized and unrealized gain (loss) on
investments                                      (0.93)         4.37          3.84          3.42          2.09          5.38
Total from investment operations                 (1.13)         4.11          3.58          3.15          1.84          5.07
Less distributions:
  Distributions from net realized gain on
  investments sold                               (0.20)        (0.69)           --         (2.28)        (4.16)        (2.71)
Net asset value, end of period                  $15.83        $19.25        $22.83        $23.70        $21.38        $23.74
Total investment return at net asset
value(3) (%)                                     (6.56)(4)     26.01         18.60(4)      15.33          9.04         26.70
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)     3,807        15,913        25,474        36,430       217,448       312,046
Ratio of expenses to average net assets (%)       2.38(5)       2.31          2.18(5)       2.13          2.08          2.02(6)
Ratio of net investment income (loss) to
average net assets (%)                           (1.25)(5)     (1.39)        (1.42)(5)     (1.20)        (1.16)        (1.37)
Portfolio turnover rate (%)                         52            68(7)         59           133           153(7)        183
</TABLE>

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

(1)   Effective October 31, 1996, the fiscal year end changed from December 31
      to October 31.

(2)   Based on the average of the shares outstanding at the end of each month.

(3)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(4)   Not annualized.

(5)   Annualized.

(6)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than 0.01%.

(7)   Excludes merger activity.

(8)   Class B and Class C shares began operations on January 3, 1994 and June 1,
      1998, respectively.


                                                                FUND DETAILS  43
<PAGE>

Large Cap Value Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                    8/95(1)    8/96      12/96(2)      12/97         12/98         12/99
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>        <C>        <C>           <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period                     $11.42     $13.38     $15.07        $15.62        $19.32        $21.26
Net investment income (loss)(4)                            0.21       0.19       0.05          0.12          0.16          0.09(3)
Net realized and unrealized gain (loss) on
investments, financial futures contracts and foreign
currency transactions                                      1.95       1.84       2.15          5.57          2.85          7.80
Total from investment operations                           2.16       2.03       2.20          5.69          3.01          7.89
Less distributions:
  Distributions from net investment income                (0.20)     (0.19)     (0.08)        (0.07)        (0.14)           --
  Distributions from net realized gain on investments
  sold                                                       --      (0.15)     (1.57)        (1.92)        (0.93)        (2.13)
  Total distributions                                     (0.20)     (0.34)     (1.65)        (1.99)        (1.07)        (2.13)
Net asset value, end of period                           $13.38     $15.07     $15.62        $19.32        $21.26        $27.02
Total investment return at net asset value(5) (%)         19.22      15.33      14.53(6)      36.71         15.94         37.89
Total adjusted investment return at net asset
value(5,11) (%)                                              --         --         --            --         15.92            --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            130,183    139,548    163,154       303,313       421,218       604,214
Ratio of expenses to average net assets (%)                1.30       1.17       1.22(7)       1.12          1.16(8)       1.17
Ratio of net investment income (loss) to average net
assets (%)                                                 1.82       1.28       0.85(7)       0.65          0.79(8)       0.40
Portfolio turnover rate (%)                                  99         74         26           102(9)         64           113
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                    8/95(1)    8/96      12/96(2)      12/97         12/98         12/99
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>        <C>        <C>           <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period                     $11.44     $13.41     $15.10        $15.66        $19.31        $21.20
Net investment income (loss)(4)                            0.13       0.08       0.01         (0.02)         0.01         (0.07)
Net realized and unrealized gain (loss) on
investments, financial futures contracts and foreign
currency transactions                                      1.96       1.85       2.14          5.60          2.84          7.75
Total from investment operations                           2.09       1.93       2.15          5.58          2.85          7.68
Less distributions:
  Distributions from net investment income                (0.12)     (0.09)     (0.02)        (0.01)        (0.03)           --
  Distributions from net realized gain on investments
  sold                                                       --      (0.15)     (1.57)        (1.92)        (0.93)        (2.09)
  Total distributions                                     (0.12)     (0.24)     (1.59)        (1.93)        (0.96)        (2.09)
Net asset value, end of period                           $13.41     $15.10     $15.66        $19.31        $21.20        $26.79
Total investment return at net asset value(5) (%)         18.41      14.49      14.15(6)      35.80         15.05         36.95
Total adjusted investment return at net asset
value(5,11) (%)                                              --         --         --            --         15.03            --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            114,723    125,781    146,399       340,334       547,945       768,322
Ratio of expenses to average net assets (%)                2.03       1.90       1.98(7)       1.87          1.91(8)       1.88
Ratio of net investment income (loss) to average net
assets (%)                                                 1.09       0.55       0.10(7)      (0.10)         0.05(8)      (0.31)
Portfolio turnover rate (%)                                  99         74         26           102(9)         64           113
</TABLE>


44  FUND DETAILS
<PAGE>

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

(1)   On December 22, 1994, John Hancock Advisers, Inc. became the investment
      adviser of the fund.

(2)   Effective December 31, 1996, the fiscal year end changed from August 31 to
      December 31.

(3)   Class A has net investment income, because of its relatively lower class
      expenses as compared to other share classes.

(4)   Based on the average of the shares outstanding at the end of each month.

(5)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(6)   Not annualized.

(7)   Annualized.

(8)   Reflects voluntary management fee reduction in effect during the year
      ended December 31, 1998. As a result of such fee reductions, expenses of
      Class A, Class B and Class C shares of the fund reflect reductions of less
      than $0.01 per share. Absent such reductions, the ratio of expenses to
      average net assets would have been 1.18%, 1.93% and 1.94% for Class A,
      Class B and Class C shares, respectively, and the ratio of net investment
      income to average net assets would have been 0.77%, 0.03% and 0.26% for
      Class A, Class B and Class C shares, respectively.

(9)   Portfolio turnover rate excludes merger activity.

(10)  Class C shares began operations on May 1, 1998.

(11)  An estimated total return calculation which does not take into
      consideration fee reductions by the adviser during the periods shown.


                                                                FUND DETAILS  45
<PAGE>

Mid Cap Growth Fund

Figures audited by PricewaterhouseCoopers LLP.

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

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

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

(1)   Based on the average of the shares outstanding at the end of each month.

(2)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(3)   Class C shares began operations on June 1, 1998.

(4)   Not annualized.

(5)   Annualized.


46  FUND DETAILS
<PAGE>

Small Cap Growth Fund

Figures audited by Ernst & Young LLP.

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

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

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

(1)   All per share amounts and net asset values have been restated to reflect
      the four-for-one stock split effective May 1, 1998.

(2)   On December 22, 1994, John Hancock Advisers, Inc. became the investment
      adviser of the fund.

(3)   Based on the average of the shares outstanding at the end of each month.

(4)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(5)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than $0.01 per share.

(6)   Class C shares began operations on June 1, 1998.

(7)   Not annualized.

(8)   Annualized.


                                                                FUND DETAILS  47
<PAGE>

Small Cap Value Fund

Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                          12/94(1)      12/95      12/96      12/97      10/98(2)      10/99
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>        <C>        <C>        <C>           <C>
Per share operating performance
Net asset value, beginning of period                             $8.50         $8.99     $10.39     $10.32     $12.27        $10.82
Net investment income (loss)(3)                                   0.18          0.21       0.14       0.06       0.02         (0.09)
Net realized and unrealized gain (loss) on investments            0.48          1.60       1.17       2.52      (1.47)         6.67
Total from investment operations                                  0.66          1.81       1.31       2.58      (1.45)         6.58
Less distributions:
  Dividends from net investment income                           (0.17)        (0.20)     (0.14)     (0.03)        --            --
  Distributions from net realized gain on investments sold          --         (0.21)     (1.24)     (0.60)        --         (0.13)
  Total distributions                                            (0.17)        (0.41)     (1.38)     (0.63)        --         (0.13)
Net asset value, end of period                                   $8.99        $10.39     $10.32     $12.27     $10.82        $17.27
Total investment return at net asset value(4) (%)                 7.81(5)      20.26      12.91      25.25     (11.82)(5)     61.39
Total adjusted investment return at net asset value(4,6) (%)      7.30(5)      19.39      12.20      24.65     (12.33)(5)     61.24
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     4,420        12,845     15,853     20,961     22,528        51,746
Ratio of expenses to average net assets (%)                       0.99(7)       0.98       0.99       0.99       1.01(7)       1.39
Ratio of adjusted expenses to average net assets(8) (%)           4.98(7)       1.85       1.70       1.59       1.62(7)       1.54
Ratio of net investment income (loss) to average net
assets (%)                                                        2.10(7)       2.04       1.31       0.47       0.25(7)      (0.67)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                (1.89)(7)      1.17       0.60      (0.13)     (0.36)(7)     (0.82)
Portfolio turnover rate (%)                                        0.3             9         72        140         69           140
Fee reduction per share(3) ($)                                    0.34          0.09       0.08       0.07       0.06          0.02
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                          12/94(1)      12/95      12/96      12/97      10/98(2)      10/99
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>        <C>        <C>        <C>           <C>
Per share operating performance
Net asset value, beginning of period                             $8.50         $9.00     $10.38     $10.31     $12.21        $10.71
Net investment income (loss)(3)                                   0.13          0.12       0.07      (0.03)     (0.04)        (0.18)
Net realized and unrealized gain (loss) on investments            0.48          1.59       1.17       2.53      (1.46)         6.58
Total from investment operations                                  0.61          1.71       1.24       2.50      (1.50)         6.40
Less distributions:
  Dividends from net investment income                           (0.11)        (0.12)     (0.07)        --         --            --
  Distributions from net realized gain on investments sold          --         (0.21)     (1.24)     (0.60)        --         (0.13)
  Total distributions                                            (0.11)        (0.33)     (1.31)     (0.60)        --         (0.13)
Net asset value, end of period                                   $9.00        $10.38     $10.31     $12.21     $10.71        $16.98
Total investment return at net asset value(4) (%)                 7.15(5)      19.11      12.14      24.41     (12.29)(5)     60.33
Total adjusted investment return at net asset value(4,6) (%)      6.64(5)      18.24      11.43      23.81     (12.80)(5)     60.18
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     3,296        16,994     22,097     35,033     30,637        75,103
Ratio of expenses to average net assets (%)                       1.72(7)       1.73       1.69       1.69       1.71(7)       2.06
Ratio of adjusted expenses to average net assets(8) (%)           5.71(7)       2.60       2.40       2.29       2.32(7)       2.21
Ratio of net investment income (loss) to average net
assets (%)                                                        1.53(7)       1.21       0.62      (0.24)     (0.45)(7)     (1.34)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                (2.46)(7)      0.34      (0.09)     (0.84)     (1.06)(7)     (1.49)
Portfolio turnover rate (%)                                        0.3             9         72        140         69           140
Fee reduction per share(3) ($)                                    0.34          0.09       0.08       0.07       0.06          0.02
</TABLE>


48  FUND DETAILS
<PAGE>

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

(1)   Class A and Class B shares began operations on January 3, 1994. Class C
      shares began operations on May 1, 1998.

(2)   Effective October 31, 1998, the fiscal year end changed from December 31
      to October 31.

(3)   Based on the average of the shares outstanding at the end of each month.

(4)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(5)   Not annualized.

(6)   An estimated total return calculation that does not take into
      consideration fee reductions by the adviser during the periods shown.

(7)   Annualized.

(8)   Unreimbursed, without fee reduction.


                                                                FUND DETAILS  49
<PAGE>

Sovereign Investors Fund

Figures audited by Ernst & Young LLP.

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

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

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

(1)   Based on the average of the shares outstanding at the end of each month.

(2)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.

(3)   Class C shares began operations on May 1, 1998.

(4)   Not annualized.

(5)   Annualized.


50  FUND DETAILS
<PAGE>

For more information
--------------------------------------------------------------------------------

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

Annual/Semiannual Report to Shareholders

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

Statement of Additional Information (SAI)

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

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

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

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

By phone: 1-800-225-5291

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

By TDD: 1-800-544-6713

On the Internet: www.jhfunds.com

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

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

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

By electronic request:
[email protected]
(duplicating fee required)

On the Internet: www.sec.gov

[LOGO] John Hancock(R)

John Hancock Funds, Inc.                                Mutual Funds
MEMBER NASD                                             Institutional Services
101 Huntington Avenue                                   Private Managed Accounts
Boston, MA 02199-7603                                   Retirement Services
                                                        Insurance Services

(C)2000 JOHN HANCOCK FUNDS, INC.                        EQTPN  11/00






<PAGE>


                       JOHN HANCOCK LARGE CAP GROWTH FUND

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


                                November 1, 2000


This Statement of Additional Information provides information about John Hancock
Large Cap  Growth  Fund (the  "Fund") in  addition  to the  information  that is
contained in the combined Equity Funds' current  Prospectus (the  "Prospectus").
The Fund is a  diversified  series  of John  Hancock  Investment  Trust III (the
"Trust").

This Statement of Additional Information is not a prospectus.  It should be read
in  conjunction  with the  Prospectus,  a copy of which can be obtained  free of
charge by writing or telephoning:

                      John Hancock Signature Services, Inc.
                         1 John Hancock Way, Suite 1000
                              Boston MA 02217-1000
                                 1-800-225-5291

                                TABLE OF CONTENTS


                                                                            Page

Organization of the Fund................................................       2
Investment Objective and Policies.......................................       2
Investment Restrictions.................................................      14
Those Responsible for Management........................................      16
Investment Advisory and Other Services..................................      22
Distribution Contracts..................................................      24
Sales Compensation......................................................      26
Net Asset Value.........................................................      28
Initial Sales Charge on Class A Shares..................................      29
Deferred Sales Charge on Class B and Class C Shares.....................      32
Special Redemptions.....................................................      36
Additional Services and Programs........................................      36
Purchases and Redemptions Through Third Parties.........................      38
Description of the Fund's Shares........................................      38
Tax Status..............................................................      40
Calculation of Performance..............................................      45
Brokerage Allocation....................................................      47
Transfer Agent Services.................................................      49
Custody of Portfolio....................................................      49
Independent Auditors....................................................      49
Appendix A- Description of Investment Risk..............................     A-1
Appendix B-Description of Bond Ratings..................................     B-1
Financial Statements....................................................     F-1


                                       1
<PAGE>


ORGANIZATION OF THE FUND

The Fund is a series of the Trust,  an open-end  investment  management  company
organized  as a  Massachusetts  business  trust  in 1984  under  the laws of The
Commonwealth of Massachusetts. Prior to July 1996, the Fund was a series of John
Hancock Capital Series.  Prior to June 1, 1999, the Fund was called John Hancock
Growth Fund.

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

INVESTMENT OBJECTIVE AND POLICIES

The following  information  supplements the discussion of the Fund's  investment
objective and policies discussed in the Prospectus.  Appendix A contains further
information describing investment risks. The investment objective of the Fund is
fundamental  and may only be  changed  with  shareholder  approval.  There is no
assurance that the Fund will achieve its investment objective.

The Fund's investment  objective is to seek long-term capital  appreciation.  To
pursue  this goal,  the Fund  normally  invests at least 65% of total  assets in
stocks of large-capitalization  companies (companies in the capitalization range
of the Standard & Poor's 500 Stock Index).


The Fund invests principally in common stocks (and in securities convertible
into or with rights to purchase common stocks) of companies which the Fund's
management believes offer outstanding growth potential over both the
intermediate and long term. The Fund generally invests in a diversified
portfolio of U.S. companies. The Fund has tended to emphasize, or overweight,
certain sectors such as health care, technology or consumer goods. These
weightings may change in the future.


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

 o Strong cash flows
 o Secure market franchises
 o Sales growth that outpaces their industries

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

When management believes that current market or economic conditions warrant, the
Fund temporarily may retain cash or invest in preferred stock, nonconvertible
bonds or other fixed-income securities. Fixed income securities in the Fund's
portfolio will generally be rated at least BBB by Standard & Poor's Ratings
Group ("S&P") or Baa by Moody's Investor's Service, Inc. ("Moody's"), or if
unrated, determined by the Adviser to be of comparable quality. The Fund may,
however, invest up to 5% of its net assets in lower rated securities, commonly
known as "junk bonds".


                                       2
<PAGE>


Lower Rated High Yield Debt Obligations.  The Fund may invest in debt securities
rated as low as C by Moody's Investors Service,  Inc.  ("Moody's") or Standard &
Poor's Ratings Group ("S&P") and unrated securities deemed of equivalent quality
by the Adviser. These securities are speculative to a high degree and often have
very  poor  prospects  of  attaining  real  investment  standing.   Lower  rated
securities  are  generally  referred  to as junk  bonds.  No more than 5% of the
Fund's net assets,  however, will be invested in securities rated lower than BBB
by S&P or Baa by Moody's. In addition,  no more than 5% of the Fund's net assets
may be invested in securities rated BBB or Baa and unrated  securities deemed of
equivalent  quality.  See the Appendix  attached to this Statement of Additional
Information which describes the characteristics of the securities in the various
ratings categories. The Fund may invest in comparable quality unrated securities
which, in the opinion of the Adviser, offer comparable yields and risks to those
securities which are rated.

Debt obligations  rated in the lower ratings  categories,  or which are unrated,
involve greater volatility of price and risk of loss of principal and income. In
addition,  lower ratings  reflect a greater  possibility of an adverse change in
financial  condition  affecting  the  ability of the issuer to make  payments of
interest and principal. The high yield fixed income market is relatively new and
its growth  occurred during a period of economic  expansion.  The market has not
yet been fully tested by an economic recession.

The market price and liquidity of lower rated fixed income securities  generally
respond to short term corporate and market developments to a greater extent than
do the price and liquidity of higher rated securities  because such developments
are perceived to have a more direct  relationship to the ability of an issuer of
such lower rated  securities  to meet its ongoing debt  obligations.  The market
prices of zero coupon  bonds are affected to a greater  extent by interest  rate
changes, and thereby tend to be more volatile than securities which pay interest
periodically.  Increasing rate note  securities are typically  refinanced by the
issuers within a short period of time.

Reduced  volume  and  liquidity  in the high yield  bond  market or the  reduced
availability of market  quotations will make it more difficult to dispose of the
bonds and to value  accurately the Fund's assets.  The reduced  availability  of
reliable,  objective  data may  increase  the Fund's  reliance  on  management's
judgment in valuing high yield bonds.  In addition,  the Fund's  investments  in
high yield  securities  may be  susceptible  to adverse  publicity  and investor
perceptions,  whether  or not  justified  by  fundamental  factors.  The  Fund's
investments, and consequently its net asset value, will be subject to the market
fluctuations and risks inherent in all securities.

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


                                       3
<PAGE>


Investments  In Foreign  Securities.  The Fund may invest up to 15% of its total
assets in  securities  of foreign  issuers as well as  securities in the form of
sponsored  or  unsponsored  American  Depository  Receipts  ("ADRs"),   European
Depository Receipts ("EDRs") or other securities  convertible into securities of
foreign issuers. ADRs are receipts typically issued by an American bank or trust
company which evidence  ownership of underlying  securities  issued by a foreign
corporation.  EDRs are  receipts  issued  in  Europe  which  evidence  a similar
ownership  arrangement.  Issuers  of  unsponsored  ADRs  are  not  contractually
obligated to disclose material information,  including financial information, in
the United  States.  Generally,  ADRs are designed for use in the United  States
securities markets and EDRs are designed for use in European securities markets.
Issuers of upsonsored ADRs are not contractually  obligated to disclose material
information including financial information in the U.S.

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

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

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

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

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


                                       4
<PAGE>


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

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

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

The  dividends,  interest and in some cases,  capital  gains  payable on certain
Fund's foreign  portfolio  securities  may be subject to foreign  withholding or
other foreign taxes,  thus reducing the net amount of income or gains  available
for distribution to the Fund's shareholders

Repurchase Agreements.  In a repurchase agreement the Fund buys a security for a
relatively short period (usually not more than 7 days) subject to the obligation
to sell it back to the issuer at a fixed time and price,  plus accrued interest.
The Fund will enter into  repurchase  agreements  only with member  banks of the
Federal Reserve System and with "primary dealers" in U.S. Government securities.
The Adviser will continuously  monitor the  creditworthiness of the parties with
whom the Fund enters into repurchase agreements.

The Fund has established a procedure providing that the securities serving as
collateral for each repurchase agreement must be delivered to the Fund's
custodian physically or in book-entry form and that the collateral must be
marked to market daily to ensure that each repurchase agreement is fully
collateralized at all times. In the event of bankruptcy or other default by a


                                       5
<PAGE>


seller of a repurchase agreement, the Fund could experience delays in
liquidating the underlying securities and could experience losses, including the
possible decline in the value of the underlying securities during the period in
which the Fund seeks to enforce its rights thereto, possible subnormal levels of
income decline in value of the underlying securities or lack of access to income
during this period, as well as the expense of enforcing its rights.

Reverse Repurchase  Agreements.  The Fund may also enter into reverse repurchase
agreements  which  involve the sale of U.S.  Government  securities  held in its
portfolio to a bank with an agreement that the Fund will buy back the securities
at a fixed  future  date at a fixed  price plus an agreed  amount of  "interest"
which may be reflected in the repurchase price.  Reverse  repurchase  agreements
are  considered  to be  borrowings by the Fund.  Reverse  repurchase  agreements
involve the risk that the market value of securities  purchased by the Fund with
proceeds  of the  transaction  may  decline  below the  repurchase  price of the
securities  sold by the Fund which it is obligated to repurchase.  The Fund will
also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse repurchase  agreements,  the Fund will establish and maintain a separate
account consisting of liquid securities,  of any type or maturity,  in an amount
at least equal to the repurchase  prices of these  securities  (plus any accrued
interest thereon) under such agreements.  In addition,  the Fund will not borrow
money or  enter  into  reverse  repurchase  agreements  except  from  banks as a
temporary measure for extraordinary  emergency purposes in amounts not to exceed
33 1/3% of the Fund's  total assets  (including  the amount  borrowed)  taken at
market value. The Fund will not use leverage to attempt to increase income.  The
Fund will not purchase securities while outstanding  borrowings exceed 5% of the
Fund's total assets. The Fund will enter into reverse repurchase agreements only
with federally insured banks which are approved in advance as being creditworthy
by the Trustees.  Under procedures established by the Trustees, the Adviser will
monitor the creditworthiness of the banks involved.

Restricted Securities. The Fund may purchase securities that are not registered
("restricted securities") under the Securities Act of 1933 ("1933 Act"),
including commercial paper issued in reliance on Section 4(2) of the 1933 Act
and securities offered and sold to "qualified institutional buyers" under Rule
144A under the 1933 Act. The Fund will not invest more than 15% of its net
assets in illiquid investments. If the Trustees determine, based upon a
continuing review of the trading markets for specific Section 4 (2) paper or
Rule 144A securities, that they are liquid, they will not be subject to the 15%
limit on illiquid securities. The Trustees have adopted guidelines and delegated
to the Adviser the daily function of determining and monitoring the liquidity of
restricted securities. The Trustees, however, will retain sufficient oversight
and be ultimately responsible for the determinations. The Trustees will
carefully monitor the Fund's investments in these securities, focusing on such
important factors, among others, as valuation, liquidity and availability of
information. This investment practice could have the effect of increasing the
level of illiquidity in the Fund if qualified institutional buyers become for a
time uninterested in purchasing these restricted securities.


                                       6
<PAGE>


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

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

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

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

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

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


                                       7
<PAGE>


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

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

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

Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions may be imposed by an exchange on opening transactions or
closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or the Options
Clearing Corporation may not at all times be adequate to handle current trading
volume; or (vi) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a particular class or series of options). If trading were discontinued, the
secondary market on that exchange (or in that class or series of options) would
cease to exist. However, outstanding options on that exchange that had been
issued by the Options Clearing Corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms.

                                       8
<PAGE>


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

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

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

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

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

Hedging and Other Strategies. Hedging is an attempt to establish with more
certainty than would otherwise be possible the effective price or rate of return
on portfolio securities or securities that the Fund proposes to acquire or the
exchange rate of currencies in which portfolio securities are quoted or
denominated. When interest rates are rising or securities prices are falling,
the Fund can seek to offset a decline in the value of its current portfolio
securities through the sale of futures contracts. When interest rates are
falling or securities prices are rising, the Fund, through the purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when it effects anticipated purchases. The Fund may
seek to offset anticipated changes in the value of a currency in which its
portfolio securities, or securities that it intends to purchase, are quoted or
denominated by purchasing and selling futures contracts on such currencies.


                                       9
<PAGE>


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

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

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

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

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

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


                                       10
<PAGE>


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

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

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

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

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

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


                                       11
<PAGE>


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

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

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

Short  Sales.  The Fund may  engage in short  sales in order to  profit  from an
anticipated  decline in the value of a  security.  The Fund may also engage in a
short sales to attempt to limit its exposure to a possible market decline in the
value of its portfolio  securities  through short sales of securities  which the
Adviser believes  possesses  volatility  characteristics  similar to those being
hedged. To effect such transaction, the Fund must borrow the security sold short
to make  delivery  to the  buyer.  The Fund then is  obligated  to  replace  the
security  borrowed  by  purchasing  it at  the  market  price  at  the  time  of
replacement.  Until the  security is replaced the Fund is required to pay to the
lender an accrued interest and may be required to pay a premium.

The Fund will realize a gain if the security declines in price between the date
of the short sale and the date on which the Fund replaces the borrowed security.
On the other hand, the Fund will incur a loss as a result of the short sale if
the price of the security increases between those dates. The amount of any gain
will be decreased, and the amount of any loss increased, by the amount of any
premium, interest or dividends the Fund may be required to pay in connection
with a short sale. The successful use of short selling as a hedging device may
be adversely affected by imperfect correlation between movements in the price of
the security sold short and the securities being hedged.


                                       12
<PAGE>


Under  applicable  guidelines  of the staff of the SEC,  if the Fund  engages in
short sales, it must put in a segregated account (not with the broker) an amount
of cash or liquid  securities  of any type of maturity  equal to the  difference
between (a) the market value of the securities  sold short at the time they were
sold short and (b) any cash or liquid  securities  required to be  deposited  as
collateral  with the broker in connection with the short sale (not including the
proceeds from the short sale). In addition, until the Fund replaces the borrowed
security, it must daily maintain the segregated account at such a level that the
amount  deposited in it plus the amount  deposited with the broker as collateral
will equal the current market value of the securities sold short.

Short selling may produce higher than normal portfolio turnover which may result
in increased transaction costs to the Fund and may result in gains from the sale
of securities  deemed to have been held for less than three months,  which gains
must be less  than 30% of the  Fund's  gross  income  in  order  for the Fund to
qualify as a regulated investment company under the Code for that year.

The Fund does not intend to enter into short sale (other than those "against the
box")  if  immediately  after  such  sale  the  aggregate  of the  value  of all
collateral plus the amount in such segregated account exceeds 5% of the value of
the Fund's assets. A short sale is "against the box" to the extent that the Fund
contemporaneously  owns or has the right to obtain at no added  cost  securities
identical to those sold short.

Forward Commitment and When-Issued Securities.  The Fund may purchase securities
on a when-issued or forward commitment basis. "When-issued" refers to securities
whose terms are available and for which a market exists, but which have not been
issued.  The Fund will  engage  in  when-issued  transactions  with  respect  to
securities  purchased for its portfolio in order to obtain what is considered to
be an  advantageous  price  and  yield  at  the  time  of the  transaction.  For
when-issued  transactions,  no payment is made until  delivery  is due,  often a
month or more after the purchase. In a forward commitment transaction,  the Fund
contracts  to  purchase  securities  for a fixed  price at a future  date beyond
customary settlement time.

When the Fund engages in forward  commitment and  when-issued  transactions,  it
relies on the seller to consummate the transaction. The failure of the issuer or
seller to  consummate  the  transaction  may  result in the  Fund's  losing  the
opportunity  to obtain a price  and yield  considered  to be  advantageous.  The
purchase  of  securities  on a  when-issued  or  forward  commitment  basis also
involves a risk of loss if the value of the  security to be  purchased  declines
prior to the settlement date.

On the date the Fund enters into an agreement to purchase securities on a
when-issued or forward commitment basis, the Fund will segregate in a separate
account cash or liquid securities, of any type or maturity, equal in value to
the Fund's commitment. These assets will be valued daily at market, and
additional cash or securities will be segregated in a separate account to the
extent that the total value of the assets in the account declines below the
amount of the when-issued commitments. Alternatively, the Fund may enter into
offsetting contracts for the forward sale of other securities that it owns.


                                       13
<PAGE>


Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively  brief
period of time.  The Fund may engage in short-term  trading in response to stock
market  conditions,  changes  in  interest  rates or other  economic  trends and
developments,  or to take advantage of yield  disparities  between various fixed
income  securities in order to realize  capital gains or improve  income.  Short
term trading may have the effect of increasing  portfolio  turnover rate. A high
rate of portfolio  turnover (100% or greater) involves  correspondingly  greater
brokerage expenses. The Fund's portfolio turnover rate is set forth in the table
under the caption "Financial Highlights" in the Prospectus.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions.  The following investment restrictions will
not be changed  without the  approval  of a majority  of the Fund's  outstanding
voting  securities  which,  as used in the  Prospectus  and  this  Statement  of
Additional  Information  means the  approval by the lesser of (1) the holders of
67% or more of the Fund's  shares  represented  at a meeting if more than 50% of
the Fund's  outstanding shares are present in person or by proxy at that meeting
or (2) more than 50% of the Fund's outstanding shares.

The Fund may not:

(1)      Purchase or sell real estate or any interest  therein,  except that the
         Fund may invest in  securities  of corporate  entities  secured by real
         estate or  marketable  interests  therein or issued by  companies  that
         invest in real estate or interests therein.

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

(3)      Invest in commodities or in commodity  contracts or in puts,  calls, or
         combinations of both except options on securities,  securities indices,
         currency  and  other  financial   instruments,   futures  contracts  on
         securities,   securities   indices,   currency   and  other   financial
         instruments,  options on such futures contracts,  forward  commitments,
         forward foreign currency exchange contracts,  interest rate or currency
         swaps,  securities index put or call warrants and repurchase agreements
         entered into in accordance with the Fund's investment policies.

(4)      Purchase securities of an issuer (other than the U.S.  Government,  its
         agencies or  instrumentalities),  if (i) such purchase would cause more
         than 5% of the Fund's total assets taken at market value to be invested
         in the  securities of such issuer,  or (ii) such purchase  would at the
         time result in more than 10% of the  outstanding  voting  securities of
         such issuer being held by the Fund.


                                       14
<PAGE>


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

(6)      Borrow   money,   except  from  banks  as  a   temporary   measure  for
         extraordinary  emergency  purposes  in amounts not to exceed 33 1/3% of
         the Fund's total assets (including the amount borrowed) taken at market
         value.  The Fund will not use  leverage to attempt to increase  income.
         The Fund will not  purchase  securities  while  outstanding  borrowings
         exceed 5% of the Fund's total assets.

(7)      Pledge,   mortgage  or  hypothecate   its  assets,   except  to  secure
         indebtedness  permitted  by  paragraph  (6) above and then only if such
         pledging,  mortgaging or  hypothecating  does not exceed 33 1/3% of the
         Fund's total assets taken at market value.

(8)      Purchase the securities of issuers  conducting their principal business
         activity in the same industry if, immediately after such purchase,  the
         value of its investments in such industry would exceed 25% of its total
         assets  taken at  market  value at the  time of each  investment.  This
         limitation  does not apply to  investments  in  obligations of the U.S.
         Government or any of its agencies or instrumentalities.

(9)      Issue senior securities, except as permitted by paragraphs (2), (3) and
         (6) above. For purposes of this restriction,  the issuance of shares of
         beneficial interest in multiple classes or series, the purchase or sale
         of options, futures contracts and options on futures contracts, forward
         commitments, forward foreign currency exchange contracts and repurchase
         agreements  entered  into in  accordance  with  the  Fund's  investment
         policy, and the pledge,  mortgage or hypothecation of the Fund's assets
         within the meaning of  paragraph  (7) above are not deemed to be senior
         securities.

In  connection  with the lending of portfolio  securities  under item (2) above,
such loans must at all times be fully  collateralized  by cash or  securities of
the  U.S.  Government  or its  agencies  or  instrumentalities,  and the  Fund's
custodian must take  possession of the collateral  either  physically or in book
entry form.  Any cash  collateral  will consist of short-term  high quality debt
instruments. Securities used as collateral must be marked to market daily.

Non-fundamental Investment Restrictions

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

The Fund may not:

(a)      Purchase securities on margin or make short sales, except in connection
         with  arbitrage  transactions,  or unless by virtue of its ownership of
         other  securities,   the  Fund  has  the  right  to  obtain  securities
         equivalent in kind and amount to the securities  sold and, if the right
         is conditional, the sale is made upon the same conditions,  except that
         the Fund may obtain such short-term credits as may be necessary for the
         clearance of purchases and sales of securities.


                                       15
<PAGE>


(b)      Invest for the purpose of exercising control over or management of any
         company.

(c)      Purchase  a security  if, as a result,  (i) more than 10% of the Fund's
         total  assets  would be  invested  in  securities  of other  investment
         companies, (ii) such purchase would result in more than 3% of the total
         outstanding  voting securities of any one investment company being held
         by the Fund,  or (iii) more than 5% of the Fund's total assets would be
         invested in the securities of any one such investment company.

(d)      Invest more than 15% of its net assets in illiquid securities.

(e)      Notwithstanding  any investment  restriction to the contrary,  the Fund
         may,  in  connection  with the  John  Hancock  Group of Funds  Deferred
         Compensation   Plan  for   Independent   Trustees/Directors,   purchase
         securities of other investment  companies within the John Hancock Group
         of Funds provided that, as a result, (i) no more than 10% of the Fund's
         assets  would  be  invested  in  securities  of  all  other  investment
         companies,  (ii) such purchase  would not result in more than 3% of the
         total outstanding  voting securities of any one such investment company
         being held by the Fund and (iii) no more than 5% of the  Fund's  assets
         would be invested in any one such investment company.

If a percentage  restriction on investment or utilization of assets as set forth
above  is  adhered  to at the time an  investment  is made,  a later  change  in
percentage resulting from changes in the values of the Fund's assets will not be
considered a violation of the restriction.


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


THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Fund is managed by the Trustees,  who elect officers who are
responsible for the day-to-day  operations of the Fund and who execute  policies
formulated by the Trustees. Several of the officers and Trustees of the Fund are
also  officers and  Directors  of the Adviser or officers  and  Directors of the
Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds").


                                       16
<PAGE>


<TABLE>
<CAPTION>

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

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

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


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


                                       17
<PAGE>

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

Dennis S. Aronowitz                Trustee                  Professor of Law, Emeritus, Boston
1216 Falls Boulevard                                        University School of Law (as of
Fort Lauderdale, FL  33327                                  1996); Director, Brookline
June 1931                                                   Bankcorp.

Richard P. Chapman, Jr.            Trustee (1)              Chairman, President, and Chief
160 Washington Street                                       Executive Officer, Brookline
Brookline, MA  02147                                        Bankcorp. (lending); Director,
February 1935                                               Lumber Insurance Companies (fire
                                                            and casualty insurance); Trustee,
                                                            Northeastern University
                                                            (education); Director, Depositors
                                                            Insurance Fund, Inc. (insurance).

William J. Cosgrove                Trustee                  Vice President, Senior Banker and
20 Buttonwood Place                                         Senior Credit Officer, Citibank,
Saddle River, NJ  07458                                     N.A. (retired September 1991);
January 1933                                                Executive Vice President, Citadel
                                                            Group Representatives, Inc.;
                                                            Trustee, the Hudson City Savings
                                                            Bank (since 1995).

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

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


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


                                       18
<PAGE>


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

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

William F. Glavin                         Trustee           President Emeritus, Babson College
120 Paget Court - John's Island                             (as of 1997); Vice Chairman, Xerox
Vero Beach, FL 32963                                        Corporation (until June 1989);
March 1932                                                  Director, Caldor Inc., Reebok, Inc.
                                                            (since 1994) and Inco Ltd.


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

Patti McGill Peterson                     Trustee           Executive Director, Council for
Council For International Exchange of                       International Exchange of Scholars
Scholars                                                    (since January 1998), Vice
3007 Tilden Street, N.W.                                    President, Institute of
Washington, D.C.  20008                                     International Education (since
May 1943                                                    January 1998); Senior Fellow,
                                                            Cornell Institute of Public
                                                            Affairs, Cornell University (until
                                                            December 1997); President Emerita
                                                            of Wells College and St. Lawrence
                                                            University; Director, Niagara
                                                            Mohawk Power Corporation (electric
                                                            utility).

John W. Pratt                             Trustee           Professor of Business
2 Gray Gardens East                                         Administration Emeritus, Harvard
Cambridge, MA  02138                                        University Graduate School of
September 1931                                              Business Administration (as of June
                                                            1998).


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


                                       19
<PAGE>


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

William L. Braman                   Executive Vice President          Executive Vice President and Chief
101 Huntington Avenue               and Chief Investment              Investment Officer, each of the
Boston, MA  02199                   Officer (2)                       John Hancock Funds; Executive Vice
December 1953                                                         President and Chief Investment
                                                                      Officer, Barring Asset Management,
                                                                      London UK (until May 2000).

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

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

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

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


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


                                       20
<PAGE>


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


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

Dennis S. Aronowitz               $  3,080               $  75,250
Richard P. Chapman, Jr.*             3,109                  75,250
William J. Cosgrove*                 2,974                  72,250
Douglas M. Costle (3)                2,437                  56,000
Leland O. Erdahl                     2,979                  72,350
Richard A. Farrell                   3,109                  75,250
Gail D. Fosler                       2,974                  72,250
William F. Glavin*                   2,790                  68,100
Dr. John A. Moore*                   2,979                  72,350
Patti McGill Peterson                3,114                  75,350
John W. Pratt                        2,974                  72,250
                                 ---------                  ------
Total                              $32,519                $786,650

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

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

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

* As of December 31, 1999, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock Funds Complex for Mr.
Chapman was $112,162, Mr. Cosgrove was $224,553, Mr. Glavin was $342,213 and for
Dr. Moore was $283,877 under the John Hancock Group of Funds Deferred
Compensation Plan for Independent Trustees.

All of the officers listed are officers or employees of the Adviser or
affiliated companies. Some of the Trustees and officers may also be officers
and/or directors and/or Trustees of one or more of the other funds for which the
Adviser serves as investment adviser.

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


                                       21
<PAGE>



--------------------------------------------------------------------------------
                                                              Percentage of
                                              Class of        Total Outstanding
Name and Address of Shareholder               Shares          Shares of the Fund
-------------------------------               --------------  ------------------

--------------------------------------------------------------------------------
MLPF&S For The Sole Benefit of Its Customers        B               11.12%
Attn: Fund Administration 97DA7
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484

--------------------------------------------------------------------------------
MLPF&S For The Sole Benefit of Its Customers        C                9.73%
Attn: Fund Administration 97DA7
4800 Deer Lake Drive East 2nd Fl
Jacksonville FL 32246-6484

--------------------------------------------------------------------------------
Kathleen M. Cantine                                 C                6.62%
248 Whitlock St
Saline, MI  48176

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

INVESTMENT ADVISORY AND OTHER SERVICES


The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was organized in 1968 and has more than $30 billion in assets under management
in its capacity as investment adviser to the Fund and other funds in the John
Hancock group of funds as well as retail and institutional privately managed
accounts. The Adviser is an affiliate of the Life Company, one of the most
recognized and respected financial institutions in the nation. With total assets
under management of more than $100 billion, the Life Company is one of the ten
largest life insurance companies in the United States, and carries a high rating
from Standard & Poor's and A.M. Best. Founded in 1862, the Life Company has been
serving clients for over 130 years.


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

The Fund bears all costs of its organization and operation, including but not
limited to expenses of preparing, printing and mailing all shareholders'
reports, notices prospectuses, proxy statements and reports to regulatory
agencies; expenses relating to the issuance, registration and qualification of
shares; government fees; interest charges; expenses of furnishing to
shareholders their account statements; taxes; expenses of redeeming shares;
brokerage and other expenses connected with the execution of portfolio


                                       22
<PAGE>


securities transactions; expenses pursuant to the Fund's plan of distribution;
fees and expenses of custodians including those for keeping books and accounts,
maintaining a committed line of credit, and calculating the net asset value of
shares; fees and expenses of transfer agents and dividend disbursing agents;
legal, accounting, financial, management, tax and auditing fees and expenses of
the Fund (including an allocable portion of the cost of the Adviser's employees
rendering such services to the Fund the compensation and expenses of Trustees
who are not otherwise affiliated with the Trust, the Adviser or any of their
affiliates; expenses of Trustees' and shareholders' meetings; trade association
memberships; insurance premiums; and any extraordinary expenses.

As compensation for its services under the Advisory Agreement, the Fund pays the
Adviser  monthly a fee based on a stated  percentage of the average of the daily
net assets of the Fund as follows:


Average Daily Net Assets                                     Annual Rate
------------------------                                     -----------


First $750,000,000                                           0.75%
Amount over $750,000,000                                     0.70%

From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's  expenses to a specified  percentage  of its average  daily net
assets.  The  Adviser  retains the right to reimpose a fee and recover any other
payments to the extent that,  at the end of any fiscal year,  the Fund's  annual
expenses fall below this limit.

For the fiscal years ended  October 31, 1997,  1998 and 1999,  the Fund paid the
Adviser an investment  advisory fees of $2,560,785,  $4,442,408 and  $5,578,233,
respectively.

Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory  clients for which the  Adviser or its  affiliates  provide  investment
advice.   Because  of  different  investment  objectives  or  other  factors,  a
particular  security  may be bought for one or more funds or clients when one or
more funds or clients  are  selling  the same  security.  If  opportunities  for
purchase or sale of securities by the Adviser for the Fund or for other funds or
clients for which the Adviser renders  investment advice arise for consideration
at or about the same time, transactions in such securities will be made, insofar
as feasible, for the respective funds or clients in a manner deemed equitable to
all of them. To the extent that  transactions  on behalf of more than one client
of the Adviser or its affiliates  may increase the demand for  securities  being
purchased or the supply of securities being sold, there may be an adverse effect
on price.

Pursuant to its Advisory  Agreement,  the Adviser is not liable for any error of
judgment or mistake of law or for any loss  suffered  by the Fund in  connection
with  the  matters  to  which  its  Advisory  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Adviser in the  performance of its duties or from reckless  disregard by the
Adviser of its obligations and duties under the Advisory Agreement.

Under the Advisory Agreement, the Fund may use the name "John Hancock" or any
name derived from or similar to it only for so long as the Advisory Agreement or
any extension, renewal or amendment thereof remains in effect. If the Advisory
Agreement is no longer in effect, the Fund (to the extent that it lawfully can)
will cease to use such a name or any other name indicating that it is advised by
or otherwise connected with the Adviser. In addition, the Adviser or the Life
Company may grant the nonexclusive right to use the name "John Hancock" or any
similar name to any other corporation or entity, including but not limited to
any investment company of which the Life Company or any subsidiary or affiliate
thereof or any successor to the business of any subsidiary or affiliate thereof
shall be the investment adviser.


                                       23
<PAGE>


The continuation of the Advisory Agreement and Distribution Agreement (discussed
below) was approved by all Trustees. The Advisory Agreement and the Distribution
Agreement,  will  continue  in  effect  from  year to  year,  provided  that its
continuance  is approved  annually  both (i) by the holders of a majority of the
outstanding  voting  securities of the Trust or by the  Trustees,  and (ii) by a
majority of the  Trustees who are not parties to the  Agreement  or  "interested
persons" of any such  parties.  Both  Agreements  may be  terminated  on 60 days
written notice by any party or by vote of a majority of the  outstanding  voting
securities of the Fund and will terminate automatically if assigned.

Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal services.  For the fiscal years ended October 31, 1997, 1998 and 1999,
the Fund paid the Adviser  $59,616,  $97,772  and  $124,110,  respectively,  for
services under this agreement.

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

DISTRIBUTION CONTRACTS

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

Total  underwriting  commissions  for sales of the Fund's Class A shares for the
fiscal years ended October 31, 1997,  1998 and 1999 were $376,266,  $464,798 and
$599,985,   respectively.   Of  such  amounts,  $58,043,  $75,201  and  $77,978,
respectively,  were retained by John Hancock Funds in 1995, 1996, 1997 and 1998.
The remainder of the underwriting commissions were reallowed to Selling Brokers.

The Fund's Trustees adopted Distribution Plans with respect to each class of
shares (the "Plans") pursuant to Rule 12b-1 under the Investment Company Act of
1940. Under the Plans, the Fund will pay distribution and service fees at an
aggregate annual rate of up to 0.30% for Class A and 1.00% for Class B and Class
C shares of the Fund's average daily net assets attributable to shares of that
class. However, the service fees will not exceed 0.25% of the Fund's average
daily net assets attributable to each class of shares. The distribution fees
will be used to reimburse the John Hancock Funds for its distribution expenses,
including but not limited to: (i) initial and ongoing sales compensation to


                                       24
<PAGE>


Selling Brokers and others (including affiliates of the John Hancock Funds)
engaged in the sale of Fund shares; (ii) marketing, promotional and overhead
expenses incurred in connection with the distribution of Fund shares; and (iii)
with respect to Class B and Class C shares only, interest expenses on
unreimbursed distribution expenses. The service fees will be used to compensate
Selling Brokers and others for providing personal and account maintenance
services to shareholders. In the event that John Hancock Funds is not fully
reimbursed for payments or expenses it incurs under the Class A Plan, these
expenses will not be carried beyond twelve months from the date they were
incurred. Unreimbursed expenses under the Class B and Class C Plans will be
carried forward together with interest on the balance of these unreimbursed
expenses. The Fund does not treat unreimbursed expenses under the Class B and
Class C Plans as a liability of the Fund because the Trustees may terminate the
Class B and /or Class C Plans at any time. For the fiscal year ended October 31,
1999, an aggregate of $5,435,775 distribution expenses or 1.80% of the average
net assets of the Class B shares of the Fund, was not reimbursed or recovered by
John Hancock Funds through the receipt of deferred sales charges or 12b-1 fees
in prior periods. For the fiscal year ended October 31, 1999, an aggregate of
$13,614 distribution expenses or 1.01% of the average net assets of the Class C
share of the Fund, was not reimbursed or recovered by John Hancock Funds through
the receipt of deferred sales charges or 12b-1 fees in prior periods.

The Plans and all amendments were approved by the Trustees, including a majority
of the  Trustees  who are not  interested  persons  of the  Fund and who have no
direct or  indirect  financial  interest  in the  operation  of the  Plans  (the
"Independent  Trustees"),  by votes  cast in person at  meetings  called for the
purpose of voting on these Plans.

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

The Plans provide that they will continue in effect only so long as its
continuance is approved at least annually by a majority of both the Trustees and
the Independent Trustees. The Plans provide that they may be terminated without
penalty, (a) by a vote of a majority of the Independent Trustees, (b) by a vote
of a majority of the Fund's outstanding shares of the applicable class upon 60
days' written notice to John Hancock Funds and (c) automatically in the event of
assignment. The Plans further provide that they may not be amended to increase
the maximum amount of the fees for the services described therein without the
approval of a majority of the outstanding shares of the class of the Fund which
has voting rights with respect to that Plan. Each plan provides, that no
material amendment to the Plans will be effective unless it is approved by a
majority vote of the Trustees and the Independent Trustees of the Fund. The
holders of Class A, Class B and Class C shares have exclusive voting rights with
respect to the Plan applicable to their respective class of shares. In adopting
the Plans, the Trustees concluded that, in their judgment, there is a reasonable
likelihood that the Plans will benefit the holders of the applicable class of
shares of the Fund.


                                       25
<PAGE>


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

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

<TABLE>
<CAPTION>

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

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

Class A               $181,788          $34,025            $   841,264            $  307,017         $      0
Class B               $389,911          $78,871            $ 1,372,358            $  652,780         $297,722
Class C               $  2,145          $   466            $       937            $    3,766         $      0

SALES COMPENSATION

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

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

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

In addition, from time to time, John Hancock Funds, at its expense, may provide
significant additional compensation to financial services firms which sell or
arrange for the sale of shares of the Fund. Such compensation provided by John
Hancock Funds may include, for example, financial assistance to financial
services firms in connection with their conferences or seminars, sales or
training programs for invited registered representatives and other employees,
payment for travel expenses, including lodging, incurred by registered


                                       26
<PAGE>


representatives and other employees for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
Funds, and/or other financial services firms-sponsored events or activities.
From time to time, John Hancock Funds may make expense reimbursements for
special training of a financial services firm's registered representatives and
other employees in group meetings or to help pay the expenses of sales contests.
Other compensation, such as asset retention fees, finder's fees and
reimbursement for wire transfer fees, may be offered to the extent not
prohibited by law or any self-regulatory agency, such as the NASD.


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

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

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

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

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

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

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


All amounts                                             3.75%                    0.25%               4.00%

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


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


                                       27
<PAGE>


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

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

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

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

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

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

NET ASSET VALUE

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

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

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

Short-term debt investments  which have a remaining  maturity of 60 days or less
are generally  valued at amortized  cost which  approximates  market  value.  If
market  quotations are not readily available or if in the opinion of the Adviser
any  quotation or price is not  representative  of true market  value,  the fair
value  of the  security  may be  determined  in good  faith in  accordance  with
procedures approved by the Trustees.

Foreign securities are valued on the basis of quotations from the primary market
in which they are traded. Any assets or liabilities expressed in terms of
foreign currencies are translated into U.S. dollars by the custodian bank based
on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon,
New York time) on the date of a determination of the Fund's NAV. If quotations
are not readily available, or the value has been materially affected by the
events occurring after the closing of a foreign market, assets are valued by a
method that the Trustees believe accurately reflects fair value.


                                       28
<PAGE>


The NAV of each Fund and class is determined each business day at the close of
regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern
Time) by dividing a class's net assets by the number of its shares outstanding.
On any day an international market is closed and the New York Stock Exchange is
open, any foreign securities will be valued at the prior day's close with the
current day's exchange rate. Trading of foreign securities may take place on
Saturdays and U.S. business holidays on which the Fund's NAV is not calculated.
Consequently, the Fund's portfolio securities may trade and the NAV of the
Fund's redeemable securities may be significantly affected on days when a
shareholder has no access to the Fund.

INITIAL SALES CHARGE ON CLASS A AND CLASS C SHARES


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


The sales  charges  applicable to purchases of Class A and Class C shares of the
Fund are described in the Prospectus. Methods of obtaining reduced sales charges
referred to generally  in the  Prospectus  are  described  in detail  below.  In
calculating the sales charge  applicable to current  purchases of Class A shares
of the Fund, the investor is entitled to accumulate  current  purchases with the
greater of the current  value (at  offering  price) of the Class A shares of the
Fund,  owned  by the  investor,  or if John  Hancock  Signature  Services,  Inc.
("Signature  Services") is notified by the investor's  dealer or the investor at
the time of the purchase, the cost of the Class A shares owned.

Without Sales Charges.  Class A shares may be offered  without a front-end sales
charge or contingent  deferred sales charge ("CDSC") to various  individuals and
institutions as follows:

o        A Trustee or officer of the Trust; a Director or officer of the Adviser
         and  its   affiliates   or   Selling   Brokers;   employees   or  sales
         representatives of any of the foregoing; retired officers, employees or
         Directors of any of the  foregoing;  a member of the  immediate  family
         (spouse, children, grandparents, grandchildren, mother, father, sister,
         brother,  mother-in-law,  father-in-law,  daughter-in-law,  son-in-law,
         niece,  nephew and same sex domestic  partner) of any of the foregoing;
         or any fund,  pension,  profit  sharing or other  benefit  plan for the
         individuals described above.

o        A  broker,   dealer,   financial  planner,   consultant  or  registered
         investment  advisor that has entered into a signed  agreement with John
         Hancock  Funds  providing  specifically  for the use of Fund  shares in
         fee-based  investment  products or  services  made  available  to their
         clients.

o        A former  participant  in an employee  benefit  plan with John  Hancock
         funds,  when he or she withdraws from his or her plan and transfers any
         or all of his or her plan distributions directly to the Fund.


                                       29
<PAGE>


o        A member of a class action lawsuit against insurance companies who is
         investing settlement proceeds.

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

o        Retirement plans investing through the PruArray Program  sponsored  by
         Prudential Securities.

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


o        Participant  directed  retirement  plans  with at  least  100  eligible
         employees at the inception of the Fund account. Each of these investors
         may purchase Class A shares with no initial sales charge.  However,  if
         the shares are redeemed  within 12 months after the end of the calendar
         year in which the  purchase  was made,  a CDSC will be  imposed  at the
         following rate:


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

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


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

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

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

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

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


                                       30
<PAGE>


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

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

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

The LOI authorizes Signature Services to hold in escrow sufficient Class A
shares (approximately 5% of the aggregate) to make up any difference in sales
charges on the amount intended to be invested and the amount actually invested,
until such investment is completed within the specified period, at which time
the escrowed Class A shares will be released. If the total investment specified


                                       31
<PAGE>


in the LOI is not completed, the Class A shares held in escrow may be redeemed
and the proceeds used as required to pay such sales charge as may be due. By
signing the LOI, the investor authorizes Signature Services to act as his or her
attorney-in-fact to redeem any escrowed Class A shares and adjust the sales
charge, if necessary. A LOI does not constitute a binding commitment by an
investor to purchase, or by the Fund to sell, any additional Class A shares and
may be terminated at any time.

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

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

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

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

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

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


                                       32
<PAGE>


Example:

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

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

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

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

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

For all account types:

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

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

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

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

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


                                       33
<PAGE>


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

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

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

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

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

*        Returns of excess contributions made to these plans.

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

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

Please see matrix for some examples.


                                       34
<PAGE>

<TABLE>
<CAPTION>

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

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


                                       35
<PAGE>


If you qualify for a CDSC waiver under one of these situations, you must notify
Signature Services at the time you make your redemption. The waiver will be
granted once Signature Services has confirmed that you are entitled to the
waiver.

SPECIAL REDEMPTIONS

Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion,  the  shareholders  will incur a brokerage
charge.  Any such  securities  would be valued for the  purposes  of making such
payment at the same value as used in determining net asset value.  The Fund has,
however,  elected to be governed by Rule 18f-1 under the Investment Company Act.
Under that rule,  the Fund must  redeem its shares for cash except to the extent
that the redemption  payments to any shareholder  during any 90-day period would
exceed  the  lesser of  $250,000  or 1% of the  Fund's  net  asset  value at the
beginning of such period.

ADDITIONAL SERVICES AND PROGRAMS

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

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

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

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

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

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

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


                                       36
<PAGE>


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

Monthly Automatic Accumulation Program ("MAAP"). The program is explained in the
Prospectus. The program, as it relates to automatic investment checks, is
subject to the following conditions:

The investments will be drawn on or about the day of the month indicated.

The privilege of making investments through the MAAP may be revoked by Signature
Services  without  prior  notice  if  any  investment  is  not  honored  by  the
shareholder's  bank.  The  bank  shall  be under no  obligation  to  notify  the
shareholder as to the non-payment of any checks.

The program may be discontinued by the shareholder  either by calling  Signature
Services or upon written notice to Signature Services which is received at least
five (5) business days prior to the order date of any investment.

Reinstatement or Reinvestment Privilege. If Signature Services is notified prior
to reinvestment, a shareholder who has redeemed Fund shares may, within 120 days
after the date of  redemption,  reinvest  without  payment of a sales charge any
part of the  redemption  proceeds  in  shares  of the same  class of the Fund or
another John Hancock fund, subject to the minimum investment limit in that fund.
The proceeds  from the  redemption  of Class A shares may be  reinvested  at net
asset value  without  paying a sales  charge in Class A shares of the Fund or in
Class A shares of any John Hancock fund. If a CDSC was paid upon a redemption, a
shareholder may reinvest the proceeds from this redemption at net asset value in
additional  shares  of the  class  from  which  the  redemption  was  made.  The
shareholder's  account will be credited with the amount of any CDSC charged upon
the prior redemption and the new shares will continue to be subject to the CDSC.
The  holding  period of the  shares  acquired  through  reinvestment  will,  for
purposes of computing the CDSC payable upon a subsequent redemption, include the
holding period of the redeemed shares.

To protect the interests of other investors in the Fund, the Fund may cancel the
reinvestment  privilege  of any parties  that,  in the opinion of the Fund,  are
using market timing  strategies or making more than seven exchanges per owner or
controlling  party per calendar year. Also, the Fund may refuse any reinvestment
request.

The Fund may change or cancel its reinvestment policies at any time.

A redemption or exchange of Fund shares is a taxable transaction for Federal
income tax purposes even if the reinvestment privilege is exercised, and any
gain or loss realized by a shareholder on the redemption or other disposition of
Fund shares will be treated for tax purposes as described under the caption "TAX
STATUS."


                                       37
<PAGE>


Retirement plans participating in Merrill Lynch's servicing programs:

Class A shares  are  available  at net asset  value for plans with $3 million in
plan assets or 500 eligible  employees  at the date the Plan  Sponsor  signs the
Merrill Lynch Recordkeeping Service Agreement.  If the plan does not meet either
of these limits, Class A shares are not available.

For  participating  retirement  plans  investing in Class B shares,  shares will
convert  to Class A shares  after  eight  years,  or sooner if the plan  attains
assets of $5 million (by means of a CDSC-free  redemption/purchase  at net asset
value).

PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

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

DESCRIPTION OF THE FUND'S SHARES

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

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

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


                                       38
<PAGE>


In the event of  liquidation,  shareholders  of each class are entitled to share
pro rata in the net  assets  of the Fund  available  for  distribution  to these
shareholders.  Shares  entitle their  holders to one vote per share,  are freely
transferable  and have no preemptive,  subscription or conversion  rights.  When
issued, shares are fully paid and non-assessable, except as set forth below.

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

Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the Fund.  However,  the  Fund's  Declaration  of Trust  contains  an express
disclaimer  of  shareholder  liability for acts,  obligations  or affairs of the
Fund.  The  Declaration  of Trust also provides for  indemnification  out of the
Fund's  assets for all losses and expenses of any  shareholder  held  personally
liable for reason of being or having  been a  shareholder.  The  Declaration  of
Trust  also  provides  that no  series  of the  Trust  shall be  liable  for the
liabilities  of any other series.  Furthermore,  no fund included in this Fund's
prospectus  shall be liable for the  liabilities of any other John Hancock Fund.
Liability is therefore  limited to  circumstances in which the Fund itself would
be unable to meet its  obligations,  and the  possibility of this  occurrence is
remote.

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


                                       39
<PAGE>


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

TAX STATUS

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

The Fund will be subject  to a 4%  nondeductible  Federal  excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance  with annual  minimum  distribution  requirements.  The Fund
intends under normal  circumstances  to seek to avoid or minimize  liability for
such tax by satisfying such distributions requirements.

Distribution from the Fund's current or accumulated earnings and profits ("E&P")
will be taxable  under the Code for  investors  who are subject to tax. If these
distributions are paid from the Fund's "investment company taxable income," they
will be taxable as  ordinary  income;  and if they are paid from the Fund's "net
capital  gain" they will be taxable as capital  gain.  (Net  capital gain is the
excess (if any) of net long-term capital gain over net short-term  capital loss,
and investment  company  taxable income is all taxable income and capital gains,
other than net capital  gain,  after  reduction by  deductible  expenses).  Some
distributions  may be paid in January but may be taxable to  shareholders  as if
they had been  received on December 31 of the previous  year.  The tax treatment
described above will apply without regard to whether  distributions are received
in cash or reinvested in additional shares of the Fund.

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

The Fund may be subject to withholding and other taxes imposed by foreign
countries with respect to their investments in foreign securities. Tax
conventions between certain countries and the U.S. may reduce or eliminate such
taxes. Because more than 50% of the Fund's assets at the close of any taxable
year will not consist of stocks or securities of foreign corporations, the Fund
will be unable to pass such taxes through to shareholders (as additional income)
along with a corresponding entitlement to a foreign tax credit or deduction. The
Fund will deduct the foreign taxes it pays in determining the amount it has
available for distribution to shareholders.


                                       40
<PAGE>


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

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

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

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


                                       41
<PAGE>


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

Upon a  redemption  or other  disposition  of shares of the Fund  (including  by
exercise of the exchange  privilege)  that in a transaction is treated as a sale
for tax purposes,  a shareholder will ordinarily  realize a taxable gain or loss
depending  upon the  amount  of the  proceeds  and the  investor's  basis in his
shares.  Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands. A sales charge paid in purchasing
shares of the Fund cannot be taken into account for purposes of determining gain
or loss on the  redemption or exchange of such shares within 90 days after their
purchase  to the extent  shares of the Fund or  another  John  Hancock  fund are
subsequently  acquired  without  payment  of a  sales  charge  pursuant  to  the
reinvestment or exchange  privilege.  This disregarded  charge will result in an
increase in the  shareholder's  tax basis in the shares  subsequently  acquired.
Also,  any loss  realized on a redemption  or exchange may be  disallowed to the
extent the shares  disposed of are replaced with other shares of the Fund within
a period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of, such as pursuant to automatic dividend reinvestments. In such a
case,  the  basis  of the  shares  acquired  will be  adjusted  to  reflect  the
disallowed loss.

Any loss realized upon the redemption of shares with a tax holding period of six
months or less will be treated as a long-term  capital loss to the extent of any
amounts treated as distributions of long-term  capital gain with respect to such
shares.  Shareholders  should  consult  their own tax advisers  regarding  their
particular  circumstances  to determine  whether a disposition of Fund shares is
properly  treated as a sale for tax  purposes,  as is  assumed in the  foregoing
discussion.

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


                                       42
<PAGE>


For Federal  income tax  purposes,  the Fund is permitted to carry forward a net
realized  capital loss in any year to offset net capital gains,  if any,  during
the eight years  following  the year of the loss. To the extent  subsequent  net
capital gains are offset by such losses, they would not result in Federal income
tax liability to the Fund and, as noted above,  would not be distributed as such
to  shareholders.  Presently,  there are no realized capital loss carry forwards
available to offset future net realized capital gains.

Investment in debt obligations that are at risk of or in default present special
tax issues for the Fund.  Tax rules are not entirely  clear about issues such as
when the Fund may cease to accrue interest,  original issue discount,  or market
discount,  when and to what  extent  deductions  may be taken  for bad  debts or
worthless securities,  how payments received on obligations in default should be
allocated  between   principal  and  income,   and  whether  exchanges  of  debt
obligations  in a workout  context are  taxable.  These and other issues will be
addressed by the Fund,  in the event it acquires or holds any such  obligations,
in order to reduce the risk of distributing  insufficient income to preserve its
status as a regulated  investment company and seeks to avoid becoming subject to
Federal income or excise tax.

For purposes of the  dividends-received  deduction  available  to  corporations,
dividends  received by the Fund,  if any,  from U.S.  domestic  corporations  in
respect of the stock of such  corporations  held by the Fund,  for U.S.  Federal
income  tax  purposes,  for at least  46 days  (91  days in the case of  certain
preferred stock) during a prescribed period extending before and after each such
dividend and distributed  and properly  designated by the Fund may be treated as
qualifying  dividends.  Corporate  shareholders  must  meet the  holding  period
requirements  stated  above with  respect  to their  shares of the Fund for each
dividend in order to qualify for the  deduction  and, if they have any debt that
is deemed under the Code directly  attributable to such shares,  may be denied a
portion of the dividends  received  deduction.  The entire qualifying  dividend,
including the otherwise  deductible amount,  will be included in determining the
excess (if any) of a corporate  shareholder's adjusted current earnings over its
alternative  minimum taxable income,  which may increase its alternative minimum
tax liability.  Additionally,  any corporate  shareholder should consult its tax
adviser  regarding the possibility  that its basis in its shares may be reduced,
for Federal income tax purposes, by reason of "extraordinary dividends" received
with respect to the shares, and, to the extend such basis would be reduced below
zero, that current recognition of income would be required.

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


                                       43
<PAGE>


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

The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report interest or dividend income.  The Fund may refuse to
accept an application that does not contain any required taxpayer identification
number nor  certification  that the number  provided is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.

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

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

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


                                       44
<PAGE>


The Fund is not subject to Massachusetts corporate excise or franchise taxes.
The Fund anticipates that, provided that the Fund qualifies as a regulated
investment company under the Code, it will also not be required to pay any
Massachusetts income tax.

CALCULATION OF PERFORMANCE

As of October 31, 1999, the average annual total returns for Class A shares of
the Fund for the 1 year, 5 year and 10 year periods were 21.2%, 18.15% and
13.11%, respectively.

As of October 31, 1999, the average annual total return for the Class B shares
of the Fund for the 1 year and 5 year periods and since commencement of
operations on January 3, 1994, were 21.70%, 18.32% and 14.63%, respectively.

As of October 31, 1999, the average annual total return for the Class C shares
of the Fund for the 1 year period and since commencement of operations on June
1, 1998 were 25.72% and 17.96%, respectively.

Total return is computed by finding the average annual compounded rate of return
over the 1 year, 5 year and 10 year periods that would equate the initial amount
invested to the ending redeemable value according to the following formula:

                                n _____
                           T = \ /ERV/P - 1

Where:

P =        a hypothetical initial investment of $1,000.
T =        average annual total return.
n =        number of years.
ERV =      ending redeemable value of a hypothetical $1,000 investment made at
           the beginning of the 1 year, 5 year, and 10 year periods.

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


                                       45
<PAGE>


In addition to average annual total returns, the Fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period. Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single investment, a series of
investments and/or a series of redemptions over any time period. Total returns
may be quoted with or without taking the Fund's sales charge on Class A shares
or the CDSC on Class B or Class C shares into account. Excluding the Fund's
sales charge on Class A shares and the CDSC on Class B or Class C shares from a
total return calculation produces a higher total return figure.

The Fund may advertise yield, where appropriate. The Fund's yield is computed by
dividing net investment income per share determined for a 30-day period by the
maximum offering price per share (which includes the full sales charge) on the
last day of the period, according to the following standard formula:


                                           6
                Yield = 2 ( [ ( a - b ) + 1 ] - 1 )
                               -------
                                 cd


Where:

         a =    dividends and interest earned during the period.
         b =    net expenses accrued during the period.
         c =    the average daily number of fund shares outstanding during
                the period that would be entitled to receive dividends.
         d =    the maximum offering price per share on the last day of the
                period (NAV where applicable).

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

Performance  rankings and ratings  reported  periodically in, and excerpts from,
national financial publications such as MONEY Magazine,  FORBES,  BUSINESS WEEK,
THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S may
also be utilized. The Fund's promotional and sales literature may make reference
to the Fund's  "beta".  Beta is a reflection  of the market  related risk of the
Fund by showing how responsive the Fund is to the market.

The performance of the Fund is not fixed or guaranteed. Performance quotations
should not be considered to be representations of performance of the Fund for
any period in the future. The performance of the Fund is a function of many
factors including its earnings, expenses and number of outstanding shares.
Fluctuating market conditions; purchases, sales and maturities of portfolio
securities; sales and redemptions of shares of beneficial interest; and changes
in operating expenses are all examples of items that can increase or decrease
the Fund's performance.


                                       46
<PAGE>


BROKERAGE ALLOCATION

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

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

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

To the extent consistent with the foregoing, the Fund will be governed in the
selection of brokers and dealers, and the negotiation of brokerage commission
rates and dealer spreads, by the reliability and quality of the services,
including primarily the availability and value of research information and, to a
lesser extent, statistical assistance furnished to the Adviser of the Fund and
their value and expected contribution to the performance of the Fund. It is not
possible to place a dollar value on information and services to be received from
brokers and dealers, since it is only supplementary to the research efforts of
the Adviser. The receipt of research information is not expected to reduce
significantly the expenses of the Adviser. The research information and
statistical assistance furnished by brokers and dealers may benefit the Life
Insurance Company or other advisory clients of the Adviser, and, conversely,
brokerage commissions and spreads paid by other advisory clients of the Adviser
may result in research information and statistical assistance beneficial to the
Fund. The Fund will not make commitments to allocate portfolio transactions upon
any prescribed basis. While the Adviser's officers will be primarily responsible
for the allocation of the Fund's brokerage business, their policies and
practices in this regard must be consistent with the foregoing and will at all
times be subject to review by the Trustees. For the fiscal years end October 31,
1997, 1998 and 1999, the Fund paid negotiated brokerage commissions in the
amount of $662,164, $2,074,796 and $2,485,976, respectively.


                                       47
<PAGE>


As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay a broker which provides  brokerage and research  services to the Fund an
amount of disclosed  commission in excess of the commission which another broker
would have charged for effecting that transaction. This practice is subject to a
good faith  determination  by the Trustees that such commission is reasonable in
light of the services  provided  and to such  policies as the Trustees may adopt
from time to time.  For the year  ended  October  31,  1999,  the Fund  directed
commissions  in the amount of  $1,175,170  to  compensate  brokers for  research
services  such as industry,  economic  and company  reviews and  evaluations  of
securities.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of Signator Investors, Inc., a broker-dealer (until January 1, 1999,
John Hancock Distributors,  Inc.) ("Signator" or "Affiliated Broker").  Pursuant
to procedures determined by the Trustees and consistent with the above policy of
obtaining best net results, the Fund may execute portfolio  transactions with or
through the  Affiliated  Broker.  During the fiscal year ended October 31, 1997,
1998 and 1999,  the Fund did not execute  any  portfolio  transactions  with the
Affiliated Broker.

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

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

For purchases of equity securities, when a complete order is not filled, a
partial allocation will be made to each account pro rata based on the order
size. For high demand issues (for example, initial public offerings), shares
will be allocated pro rata by account size as well as on the basis of account
objective, account size ( a small account's allocation may be increased to
provide it with a meaningful position), and the account's other holdings. In
addition, an account's allocation may be increased if that account's portfolio
manager was responsible for generating the investment idea or the portfolio
manager intends to buy more shares in the secondary market. For fixed income
accounts, generally securities will be allocated when appropriate among accounts


                                       48
<PAGE>


based on account size, except if the accounts have different objectives or if an
account is too small to get a meaningful allocation. For new issues, when a
complete order is not filled, a partial allocation will be made to each account
pro rata based on the order size. However, if a partial allocation is too small
to be meaningful, it may be reallocated based on such factors as account
objectives, duration benchmarks and credit and sector exposure. In some
instances, this investment procedure may adversely affect the price paid or
received by the Fund or the size of the position obtainable for it. On the other
hand, to the extent permitted by law, the Adviser may aggregate securities to be
sold or purchased for the Fund with those to be sold or purchased for other
clients managed by it in order to obtain best execution.

TRANSFER AGENT SERVICES

John Hancock Signature  Services,  Inc., 1 John Hancock Way, Suite 1000, Boston,
MA 02217-1000,  a wholly owned indirect  subsidiary of the Life Company,  is the
transfer  and  dividend  paying  agent  for the Fund.  The Fund  pays  Signature
Services an annual fee of $19.00 for each Class A shareholder account and $21.50
for each Class B  shareholder  account  and $20.50 for each Class C  shareholder
account.  The Fund also pays certain  out-of-pocket  expenses and these expenses
are  aggregated  and charged to the Fund allocated to each class on the basis of
their relative net asset value.

CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Fund and  Investors  Bank & Trust  Company,  200  Clarendon  Street,
Boston,  Massachusetts  02116. Under the custodian  agreement,  Investors Bank &
Trust Company performs custody, portfolio and fund accounting services.

INDEPENDENT AUDITORS

Ernst & Young LLP, 200 Clarendon Street,  Boston,  Massachusetts 02116, has been
selected as the  independent  auditors of the Fund. The financial  statements of
the Fund included in the Prospectus and this Statement of Additional Information
have  been  audited  by Ernst & Young  LLP for the  periods  indicated  in their
report,  appearing elsewhere herein, and have been included in reliance on their
report as experts in accounting and auditing.



                                       49
<PAGE>


APPENDIX A

MORE ABOUT RISK

A fund's risk profile is largely  defined by the fund's  primary  securities and
investment  practices.  You may find the most concise  description of the fund's
risk profile in the prospectus.

A fund is permitted to utilize -- within limits  established  by the trustees --
certain other  securities  and  investment  practices that have higher risks and
opportunities  associated  with them. To the extent that the Fund utilizes these
securities  or  practices,  its  overall  performance  may be  affected,  either
positively  or  negatively.  On the  following  pages are brief  definitions  of
certain  associated  risks with them with  examples  of related  securities  and
investment  practices  included in brackets.  See the "Investment  Objective and
Policies" and "Investment Restrictions" sections of this Statement of Additional
Information  for a  description  of this Fund's  investment  policies.  The Fund
follows certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the Fund will earn income or
show a positive return over any period of time -- days, months or years.

TYPES OF INVESTMENT RISK

Correlation risk The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged  (hedging is the use of one investment
to offset the effects of another investment).  Incomplete correlation can result
in  unanticipated  risks.  (e.g.,  short sales,  financial  futures and options;
securities and index options, currency contracts).

Credit risk The risk that the issuer of a  security,  or the  counterparty  to a
contract,  will  default  or  otherwise  become  unable  to  honor  a  financial
obligation.   (e.g.,  borrowing;   reverse  repurchase  agreements,   repurchase
agreements,  securities  lending,   non-investment-grade  securities,  financial
futures and options; securities and index options).

Currency risk The risk that  fluctuations in the exchange rates between the U.S.
dollar and foreign  currencies  may  negatively  affect an  investment.  Adverse
changes in  exchange  rates may erode or reverse  any gains  produced by foreign
currency  denominated  investments  and may widen  any  losses.  (e.g.,  foreign
equities,  financial futures and options; securities and index options, currency
contracts).

Information risk The risk that key information about a security or market is
inaccurate or unavailable. (e.g., non-investment-grade securities, foreign
equities).


                                      A-1
<PAGE>


Interest rate risk The risk of market losses attributable to changes in interest
rates. With fixed-rate  securities,  a rise in interest rates typically causes a
fall in values, while a fall in rates typically causes a rise in values.  (e.g.,
non-investment-grade  securities,  financial futures and options; securities and
index options).

Leverage risk  Associated  with securities or practices (such as borrowing) that
multiply  small index or market  movements  into large changes in value.  (e.g.,
borrowing;  reverse repurchase  agreements,  when-issued  securities and forward
commitments).

o    Hedged  When a  derivative  (a  security  whose  value is based on  another
     security or index) is used as a hedge against an opposite position that the
     fund  also  holds,   any  loss  generated  by  the  derivative   should  be
     substantially  offset by gains on the hedged  investment,  and vice  versa.
     While  hedging  can  reduce  or  eliminate  losses,  it can also  reduce or
     eliminate  gains.  (e.g.,  short  sales,   financial  futures  and  options
     securities and index options; currency contracts).

o    Speculative  To the extent that a  derivative  is not used as a hedge,  the
     fund is directly exposed to the risks of that  derivative.  Gains or losses
     from  speculative  positions in a derivative may be  substantially  greater
     than the derivative's original cost. (e.g., short sales,  financial futures
     and options securities and index options; currency contracts).

o    Liquidity  risk  The risk  that  certain  securities  may be  difficult  or
     impossible  to sell at the time and the price that the seller  would  like.
     The seller may have to lower the price,  sell other  securities  instead or
     forego an investment opportunity, any of which could have a negative effect
     on fund management or performance. (e.g.,  non-investment-grand securities,
     short sales,  restricted  and illiquid  securities,  financial  futures and
     options securities and index options; currency contracts).

Management risk The risk that a strategy used by a fund's management may fail to
produce the intended result. Common to all mutual funds.

Market risk The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price originally paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industry, sector of
the economy or the market as a whole. Common to all stocks and bonds and the
mutual funds that invest in them. (e.g., short sales, short-term trading,
when-issued securities and forward commitments, non-investment-grade securities,
foreign equities, financial futures and options; securities and index options
restricted and illiquid securities).


                                      A-2
<PAGE>


Natural event risk The risk of losses attributable to natural disasters, crop
failures and similar events. (e.g., foreign equities).

Opportunity  risk The risk of missing out on an investment  opportunity  because
the assets  necessary to take  advantage of it are tied up in less  advantageous
investments. (e.g., short sales, when-issued securities and forward commitments;
financial   futures  and  options;   securities  and  index  options,   currency
contracts).

Political  risk The risk of  losses  attributable  to  government  or  political
actions,  from  changes in tax or trade  statutes to  governmental  collapse and
war.(e.g., foreign equities).

Valuation risk The risk that a fund has valued certain of its securities at a
higher price than it can sell them for. (e.g., non-investment-grade securities,
restricted and illiquid securities).





                                      A-3

<PAGE>


APPENDIX B

Moody's describes its lower ratings for corporate bonds as follows:

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as well  assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Bonds which are rated Ca represented obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

S&P describes its lower ratings for corporate bonds as follows:

Debt rated BBB is regarded as having an adequate  capacity to pay  interest  and
repay principal.  Whereas it normally exhibits adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity  to pay  interest  and  repay  principal  for debt in this
category than in higher rated categories.

Debt  rated  BB,  B,  CCC,  or CC is  regarded,  on  balance,  as  predominantly
speculative  with  respect to the  issuer's  capacity to pay  interest and repay
principal in  accordance  with the terms of the  obligations.  BB indicates  the
lowest degree of  speculation  and CC the highest degree of  speculation.  While
such debt will likely have some quality and  protective  characteristics,  these
are  outweighed  by large  uncertainties  or major  risk  exposures  to  adverse
conditions.

Moody's describes its three highest ratings for commercial paper as follows:

Issuers rated P-1 (or related supporting  institutions) have a superior capacity
for repayment of short-term promissory obligations.  P-1 repayment capacity will
normally be  evidenced  by the  following  characteristics:  (1) leading  market
positions  in  well-established  industries;  (2) high  rates of return on funds
employed; (3) conservative  capitalization  structures with moderate reliance on
debt and ample asset  protections;  (4) broad  margins in  earnings  coverage of
fixed  financial  charges  and  high  internal  cash  generation;  and (5)  well
established  access to a range of  financial  markets  and  assured  sources  of
alternate liquidity.


                                      B-1
<PAGE>


Issuers rated P- (or related supporting institutions) have a strong capacity for
repayment of short-term promissory obligations.  This will normally be evidenced
by many of the  characteristics  cited  above but to a lesser  degree.  Earnings
trends and  coverage  ratios,  while sound,  will be more subject to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

Issuers rated P-3 (or supporting  institutions)  have an acceptable  ability for
repayment   of  senior   short-term   obligations.   The   effect  of   industry
characteristics and market  compositions may be more pronounced.  Variability in
earnings and profitability may result in changes in the level of debt protection
measurements  and may  require  relatively  high  financial  leverage.  Adequate
alternate liquidity is maintained.

S&P describes its three highest ratings for commercial paper as follows:

A-1.  This designation indicated that the degree of safety regarding timely
payment is very strong.

A-2.  Capacity for timely payment on issues with this  designation  is strong.
However,  the relative  degree of safety is not as overwhelming as for issues
designated A-1.

A-3. Issues carrying this  designation  have a satisfactory  capacity for timely
payment.  They are, however,  somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.


                                      B-2
<PAGE>


FINANCIAL STATEMENTS

The financial statements listed below are included in the Fund's 1999 Annual
Report to Shareholder's for the year ended October 31, 1999 (filed
electronically on December 30, 1999, accession number 0001010521-99-000422 and
are included in and incorporated by reference into Part B of the Registration
Statement for John Hancock Large Cap Growth Fund (file no. 811-4630 and
33-4559).

John Hancock Investment Trust III
   John Hancock Large Cap Growth Fund

   Statement of Assets and Liabilities as of October 31, 1999.
   Statement of Operations for the year ended of October 31, 1999.
   Statement of Changes in Net Asset for each of the two years in the period
   ended October 31, 1999.
   Financial Highlights for each of the five years in the period ended
   October 31, 1999.
   Schedule of Investments as of October 31, 1999.
   Notes to Financial Statements.
   Report of Independent Auditors.






                                      F-1


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