HANCOCK JOHN STRATEGIC SERIES, 497, 1995-03-15

HANCOCK JOHN STRATEGIC SERIES
497, 1995-03-15

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John Hancock Strategic Income Fund, October 1, 1994
John Hancock Utilities Fund, October 1, 1994
John Hancock Independence Diversified Core Equities Fund, October 1, 1994

Supplement to Class A and Class B Prospectus

Effective January 1, 1995, the prospectus is amended as follows: (a) John
Hancock Broker Distribution Services Inc. will be known as John Hancock Funds'
Inc. and (b) John Hancock Fund Services, Inc. will be known as John Hancock
Investor Services Corporation.

The "Contingent Deferred Sales Charge-Investments of $1 million or more in
Class A shares" section under SHARE PRICE is supplemented as follows:

Existing full service clients of John Hancock Mutual Life Insurance Company
who were group annuity contract holders as of September 1, 1994, and
participant directed defined contribution plans with at least 100 eligible
employees at the inception of the Fund account may purchase Class A shares
with no initial sales charge, but if the shares are redeemed within 12
months after the end of the calendar year in which the purchase was made, a
contingent deferred sales charge will be imposed at the rate for Class A
shares described in the prospectus.

March 15, 1995

<PAGE>

JOHN HANCOCK
STRATEGIC INCOME FUND
CLASS A AND B SHARES
PROSPECTUS
OCTOBER 1, 1994

TABLE OF CONTENTS

PAGE

Expense Information 2
The Fund's Financial Highlights 3
Investment Objective and Policies 5
Organization and Management of the Fund 11
Alternative Purchase Arrangements 11
The Fund's Expenses 13
Dividends and Taxes 13
Performance 14
How to Buy Shares 15
Share Price 17
How to Redeem Shares 22
Additional Services and Programs 24

This Prospectus sets forth information about John Hancock Strategic Income
Fund (the "Fund"), a series of John Hancock Strategic Series (the "Trust"),
that you should know before investing. Please read and retain it for future
reference.

Additional information about the Fund has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated by reference into this
Prospectus. You can obtain a copy of the Fund's Statement of Additional
Information, dated October 1, 1994, free of charge by writing or telephoning:
John Hancock Fund Services, Inc., P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291, (1-800-554-6713 TDD).

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

THE FUND MAY INVEST UP TO 100% OF ITS ASSETS IN LOWER RATED BONDS, COMMONLY
KNOWN AS "JUNK BONDS," THAT ENTAIL GREATER RISKS, INCLUDING DEFAULT RISKS,
THAN THOSE FOUND IN HIGHER RATED SECURITIES. INVESTORS SHOULD CAREFULLY
CONSIDER THESE RISKS BEFORE INVESTING. SEE "INVESTMENT OBJECTIVE AND
POLICIES," P. 5 AND THE APPENDIX.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<PAGE>

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses that you will bear, directly or indirectly, when
you purchase shares of the Fund. The operating expenses included in the table
and the hypothetical example below are based on fees and expenses for the
Fund's fiscal year ended May 31, 1994, adjusted to reflect current fees and
expenses. Actual fees and expenses in the future may be greater or less than
those indicated.

Class A Class B
Shares Shares

Shareholder Transaction Expenses
Maximum sales charge imposed on
purchases (As a percentage of
offering price) 4.50%* None
Maximum sales charge imposed on
reinvested dividends None None
Maximum deferred sales charge None* 5.00%
Redemption fee** None None
Exchange fee None None
Annual Fund Operating Expenses (As a
percentage of average net assets
after expense limitation)
Management fee 0.48% 0.48%
12b-1 fee*** 0.30% 1.00%
Transfer agent 0.22% 0.22%
Other expenses 0.16% 0.16%
Total Fund operating expenses 1.16% 1.86%

*No sales charge is payable at the time of purchase on investments of $1
million or more, but a contingent deferred sales charge may be imposed on
these investments, as described below under the caption "Share Price," in the
event of certain redemption transactions within one year of purchase.
**Redemption by wire fee (currently $4.00) not included.
***The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses. See "The Fund's Expenses."

3 5
Example 1 Year Years Years 10 Years

You would pay the
following expenses
(excluding foreign
taxes) for the indicated
period of years on a
hypothetical $1,000
investment, assuming 5%
annual return:
Class A shares $56 $80 $106 $180
Class B shares
--Assuming complete
redemption at end of
period $69 $88 $120 $200
--Assuming no redemption $19 $58 $101 $200

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

The Fund's payment of a distribution fee may result in a long-term
shareholder indirectly paying more than the economic equivalent of the
maximum front-end sales charge permitted under the National Association of
Securities Dealers Rules of Fair Practice.

The management and 12b-1 fees referred to above are more fully explained in
this prospectus under the caption "The Fund's Expenses" and in the Statement
of Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contracts."

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS

The following table of Financial Highlights has been examined by Price
Waterhouse, the Fund's independent accountants, whose unqualified report is
included in the Fund's 1994 Annual Report and is included in the Fund's
Statement of Additional Information.

Selected data for a share of beneficial interest outstanding throughout each
period is as follows:

<TABLE>
<CAPTION>
For the
Period
August 18,
1986
(Commencement
of
Year Ended May 31, Operations)
to May
CLASS A 1994 1993 1992 1991 1990 1989 1988 31, 1987
Per Share Operating
Performance
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 7.55 $ 7.78 $ 7.20 $ 7.33 $ 8.98 $ 9.24 $ 9.71 $10.00
Net Investment Income 0.68 0.71 0.80 0.93 1.04* 1.12* 1.13* .79*
Net Realized and
Unrealized Gain
(Loss) on
Investments,
Financial Futures
Contracts and
Foreign Currency
Transactions (0.33) (0.22) 0.52 (0.13) (1.65) (0.26) (.47) (.29)
Total from Investment
Operations 0.35 0.49 1.32 0.80 (0.61) 0.86 .66 .50
Less Distributions:
Dividends from Net
Investment Income (0.58) (0.72)+ (0.74)+ (0.93) (1.04) (1.12) (1.13) (.79)
Distributions in
Excess of Net
Investment Income (0.05)
Distributions from
Capital Paid-in (0.10)
Total Distributions (0.73) (0.72) (0.74) (0.93) (1.04) (1.12) (1.13) (.79)
Net Asset Value, End
of Period $ 7.17 $ 7.55 $ 7.78 $ 7.20 $ 7.33 $ 8.98 $ 9.24 $ 9.71
Total Investment
Return at Net Asset
Value 4.54% 6.81% 19.92% 12.31% (7.36%) 9.72% 6.89% 4.81%***
Ratios and
Supplemental Data
Net Assets, End of
Period (000's
omitted) $335,261 $262,137 $153,568 $79,272 $80,890 $95,430 $67,140 $30,260
Ratio of Expenses to
Average Net Assets 1.32% 1.58% 1.69% 1.75% 1.53%* 1.33%* 1.09%* 1.00%*++
Ratio of Net
Investment Income to
Average Net Assets 8.71% 9.63% 10.64% 13.46% 12.60%* 12.28%* 12.07%* 10.87%*++
Portfolio Turnover
Rate 91% 97% 80% 60% 81% 125% 67% 207%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Period Ended
May 31, 1994
<S> <C>
Class B**
Per Share Operating Performance
Net Asset Value, Beginning of Period $ 7.58(a)
Net Investment Income 0.40
Net Realized and Unrealized Gain on Investments,
Financial Futures Contracts and Foreign Currency
Transactions (0.41)
Total from Investment Operations (0.01)
Less Distributions:
Dividends from Net Investment Income (0.32)
Distributions in Excess of Net Investment Income (0.03)
Distributions from Capital Paid-in (0.05)
Total Distributions (0.40)
Net Asset Value, End of Period $ 7.17
Total Investment Return at Net Asset Value (0.33%)++
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted) $77,691
Ratio of Expenses to Average Net Assets 1.91%++
Ratio of Net Investment Income to Average Net Assets 8.12%++
Portfolio Turnover Rate 91%

<FN>
* Reflects expense limitations in effect during the years indicated. As a
result of such limitations, expenses of the Fund for the years ended May 31,
1990, 1989, 1988 and 1987 reflect reductions of $0.0073, $0.0128, $0.0373 and
$0.0856, respectively. Absent from such limitations, for the years ended May
31, 1990, 1989, 1988 and 1987, the ratio of expenses to average net assets
would have been 1.62%, 1.47%, 1.49% and 2.17%, respectively, and the ratio of
net investment income to average net assets would have been 12.51%, 12.14%,
11.67% and 9.70%, respectively.
+ The dividend policy of the Fund was changed, effective August 1, 1991, from
one which utilized daily dividend declarations to one which declares
dividends monthly. Additionally, the dividend policy of the Fund was changed,
effective October 1, 1993, from one which declared dividends monthly to daily
dividend declarations.
++ On an annualized basis.
** Commenced operations on October 4, 1993.
*** Total return is not annualized.
(a) Initial price at commencement of operations. Printed on recycled paper
using soybean ink
</FN>
</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is high current income.

The investment objective of the Fund is a high level of current income. The
Fund will seek to achieve this objective by investing primarily in: (i)
foreign government and corporate debt securities, (ii) U.S. Government
securities and (iii) lower-rated high yield high risk debt securities of U.S.
issuers. The Fund may invest up to 10% of its net assets in common stocks and
similar equity securities of U.S. and foreign companies. There is no fixed
allocation among the types of securities listed above, and there can be no
assurance that the Fund will achieve its investment objective.

The Fund may invest in all types of debt securities. The debt securities in
which the Fund may invest include bonds, debentures, notes (including
variable and floating rate instruments), preferred and preference stock, zero
coupon bonds, payment-in-kind securities, increasing rate note securities,
participation interests, multiple class pass through securities,
collateralized mortgage obligations, stripped debt securities, other
mortgage-backed securities, asset-backed securities or other derivative debt
securities. Under normal circumstances, the Fund's assets will be invested in
each of the foregoing three sectors. However, from time to time the Fund may
invest up to 100% of its total assets in any one sector.

The Fund may invest in securities issued by U.S. and foreign corporations and
governments which may be rated in any rating category.

Foreign Securities. The Fund may invest in debt obligations (which may be
denominated in the U.S. dollar or in non-U.S. currencies) issued or
guaranteed by foreign corporations, certain supernational entities (such as
the World Bank), and foreign governments (including political subdivisions
having taxing authority) or their agencies or instrumentalities. The Fund may
also invest in debt obligations issued by U.S. corporations denominated in
non-U.S. currencies. No more than 25% of the Fund's total assets, at the time
of purchase, will be invested in government securities of any one foreign
country.

The Fund may also invest in American Depository Receipts (ADRs). ADRs
(sponsored and unsponsored) are receipts typically issued by an American bank
or trust company which evidence ownership of underlying securities issued by
a foreign corporation, and are designed for trading in United States
securities markets. Issuers of unsponsored ADRs are not contractually
obligated to disclose material information in the United States, and,
therefore, there may not be a correlation between that information and the
market value of an unsponsored ADR.

Foreign Currencies. Due to its investment in foreign securities, the Fund may
hold a portion of its assets in foreign currencies. As a result, the Fund may
enter into forward foreign currency exchange contracts to protect against
changes in foreign currency exchange rates. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific
currency at a future date at a price set at the time of the contract.
Although hedging strategies could reduce the risk of loss due to a decline in
the value of the hedged foreign currency, they may also limit any potential
gain which might result from an increase in the value of that currency.

<PAGE>

The Fund may invest in Ginnie Mae mortgage-backed certificates and other U.S.
Government securities, including Fannie Maes and Freddie Macs, and in REMICs
and CMOs, representing ownership interests in mortgage pools.

Mortgage-Backed Securities. Certain U.S. Government securities, including
U.S. Treasury bills, notes and bonds, and Government National Mortgage
Association certificates ("Ginnie Maes"), are supported by the full faith and
credit of the United States. Certain other U.S. Government securities, issued
or guaranteed by Federal agencies or government sponsored enterprises, are
not supported by the full faith and credit of the United States, but may be
supported by the right of the issuer to borrow from the U.S. Treasury. These
securities include obligations of instrumentalities such as the Federal Home
Loan Mortgage Corporation ("Freddie Macs"), the Federal National Mortgage
Association ("Fannie Maes") and the Student Loan Marketing Association
("Sallie Maes"). No assurance can be given that the U.S. Government will
provide financial support to these Federal agencies, authorities,
instrumentalities and government sponsored enterprises in the future.

Ginnie Maes, Freddie Macs and Fannie Maes are mortgage-backed securities
which provide monthly payments that are, in effect, a "pass-through" of the
monthly interest and principal payments (including any prepayments) made by
the individual borrowers on the pooled mortgage loans. Collateralized
Mortgage Obligations ("CMOs") in which the Fund may also invest are
securities issued by a U.S. Government instrumentality that are
collateralized by a portfolio of mortgages or mortgage-backed securities.
During periods of declining interest rates, principal and interest on
mortgage-backed securities may be prepaid at faster-than-expected rates. The
proceeds of these prepayments typically can only be invested in
lower-yielding securities. Therefore, mortgage-backed securities may be less
effective at maintaining yields during periods of declining interest rates
than traditional debt obligations of similar maturity.

Lower Rated Securities. The higher yields and high income sought by the Fund
are generally obtainable from high yield high risk securities in the lower
rating categories of the established rating services. These securities are
rated Baa or lower by Moody's Investors Service, Inc. ("Moody's") or BBB or
lower by Standard & Poor's Corporation ("Standard & Poor's"). The Fund may
invest in securities rated as low as Ca by Moody's or CC by Standard &
Poor's, which may indicate that the obligations are speculative to a high
degree and often in default. Lower rated securities are generally referred to
as junk bonds. See the Appendix attached to this Prospectus which describes
the characteristics and distribution of the securities in the various ratings
categories. The Fund is not obligated to dispose of securities whose issuers
subsequently are in default or which are downgraded below the ratings noted
above. The credit ratings of Moody's and Standard & Poor's (the "Rating
Agencies"), such as those ratings described in this Prospectus, may not be
changed by the Rating Agencies in a timely fashion to reflect subsequent
economic events. The credit ratings of securities do not evaluate market
risk. The Fund may also invest in unrated securities which, in the opinion of
the Fund's investment adviser, John Hancock Advisers, Inc. (the "Adviser"),
offer comparable yields and risks to those securities which are rated.

Debt obligations that are 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 market price and liquidity of lower rated fixed income securities
generally respond to short-term corporate and market developments to a
greater extent than the price

<PAGE>

and liquidity of higher rated securities, because these developments are
perceived to have a more direct relationship to the ability of an issuer of
lower rated securities to meet its ongoing debt obligations. The market
prices of zero coupon and payment-in-kind bonds are affected to a greater
extent by interest rate changes, and thereby tend to be more volatile than
securities which pay interest periodically and in cash. Increasing rate note
securities are typically refinanced by the issuers within a short period of
time.

Reduced volume and liquidity in the high yield high risk bond market or the
reduced availability of market quotations may 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 high risk bonds. In addition, the
Fund's investments in high yield high risk 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 risk inherent in all
securities.

The Fund may employ certain investment strategies to help achieve its
investment objectives.

Participation Interests. Participation interests, which may take the form of
interests in, or assignments of certain loans, are acquired from banks who
have made these loans or are members of a lending syndicate. The Fund's
investments in participation interests are subject to its 15% limitation on
investments in illiquid securities. The Fund may purchase only those
participation interests that mature in 60 days or less, or, if maturing in
more than 60 days, that have a floating rate that is automatically adjusted
at least once every 60 days.

Restricted Securities. The Fund may purchase restricted securities, including
those eligible for resale to "qualified institutional buyers" pursuant to
Rule 144A under the Securities Act of 1933 (the "Securities Act"). These
purchases are subject to a nonfundamental investment restriction limiting all
illiquid securities held by the Fund to not more than 15% of the Fund's net
assets. The Trustees will carefully monitor the Fund's investments in these
securities, focusing on certain factors, including valuation, liquidity and
availability of information. This investment practice could have the effect
of increasing the level of illiquidity in the Fund to the extent that
qualified institutional buyers become for a time uninterested in purchasing
these restricted securities.

Rights and Warrants. The Fund may invest up to 5% of its total assets (at the
time of purchase) in rights and warrants. However, this limitation does not
apply to those warrants or rights (i) acquired as part of a unit or attached
to other securities purchased by the Fund or (ii) acquired as part of a
distribution from the issuer.

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. 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 in excess of 33-1/3% of its total assets.

<PAGE>

Repurchase Agreements, Forward Commitments and When-Issued Securities. The
Fund may enter into repurchase agreements and may purchase securities on a
forward commitment or when-issued basis. In a repurchase agreement, the Fund
buys a security subject to the right and obligation to sell it back to the
issuer at a higher price. These transactions must be fully collateralized at
all times, but involve some credit risk to the Fund if the other party
defaults on its obligations and the Fund is delayed or prevented from
liquidating the collateral. The Fund will segregate in a separate account
cash or liquid, high grade debt securities equal in value to its forward
commitments and when-issued securities. Purchasing debt securities for future
delivery or on a when-issued basis may increase the Fund's overall investment
exposure and involves a risk of loss if the value of the securities declines
before the settlement date.

Borrowing. The Fund may also leverage its purchases of portfolio securities
by borrowing within prescribed limits. Borrowing to purchase portfolio
securities shall not be in an amount exceeding 33-1/3% of the Fund's total
assets, which may be considered to be a speculative investment method.
Borrowing may involve risks and costs that may not be present in a fund that
does not borrow, including the possible reduction of income by interest
payments and increased fluctuation in the Fund's net asset value per share.

Financial Futures Contracts. The Fund will engage in transactions in futures
contracts for hedging and speculative purposes. All of the Fund's futures
contracts will be traded on a U.S. commodity exchange or board of trade. The
Fund will not engage in a futures or options transaction for speculative
purposes if, immediately thereafter, the sum of initial margin deposits on
existing positions and premiums required to establish speculative positions
in futures contracts and options on futures would exceed 5% of the Fund's
total assets. The Fund intends to comply with the CFTC regulations with
respect to its speculative transactions. The potential loss from futures
transactions is potentially unlimited and may exceed the amount of the
premium received. These regulations are discussed further in the Statement of
Additional Information.

Options Transactions within Prescribed Limitations. The Fund may write listed
and over-the-counter covered call options and covered put options on debt and
equity securities and foreign currency to earn income from the premiums
received. The Fund may write listed and over-the-counter covered call and put
options on up to 100% of its net assets. In addition, the Fund may purchase
listed and over-the-counter call and put options on securities and currency
with an aggregate value not exceeding 5% of the Fund's total assets. The SEC
considers over-the-counter options to be illiquid, except under prescribed
conditions which are discussed in detail in the Statement of Additional
Information.

The Fund's ability to use futures contracts and options to hedge or earn
income successfully will depend on the Adviser's ability to predict
accurately the future direction of interest rate changes, currency rate
fluctuations and other market factors. Successful hedging also depends on a
strong correlation between the market for the underlying security or currency
and the futures or options market therefor. This correlation is unlikely to
be perfect due to differences in respective market demand for futures and
options contracts and the hedged instrument and technical differences
relating to creditworthiness of issuers, maturities and interest rate levels.
The degree of imper

<PAGE>

fection in such correlation is increased in the case of lower rated debt
securities. There is no assurance that a liquid market for futures and
options will always exist. In addition, the Fund could be prevented from
opening or realizing the benefits of closing out a futures or options
position because of position limits or limits on daily price fluctuations
imposed by an exchange.

If the Adviser believes that the Fund should temporarily assume a defensive
investment posture due to unfavorable investment conditions, the Fund may
hold cash or invest all or part of its assets in short-term instruments.
These short-term instruments consist of: corporate commercial paper and other
short-term commercial obligations, that are rated, or issued by companies
with similar securities outstanding that are rated, at least A-3 by Standard
& Poor's or P-3 by Moody's, or, if unrated considered by the Adviser to be of
comparable value; obligations (including certificates of deposit, time
deposits, demand deposits and banker's acceptances) of banks with securities
outstanding; obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities; and repurchase agreements. The Fund's
temporary defensive investments may also include: debt obligations of U.S.
companies rated at least BBB or Baa by Standard & Poor's or Moody's,
respectively, or, if unrated, of comparable quality in the opinion of the
Adviser; commercial paper and corporate debt obligations not satisfying the
above credit standards if they are (a) subject to demand features or puts or
(b) guaranteed as to principal and interest by a domestic or foreign bank
having total assets in excess of $1 billion, by a corporation whose
commercial paper may be purchased by the Fund, or by a foreign government
having an existing debt security rated at least BBB or Baa by Standard &
Poor's or Moody's, respectively; and other short-term investments which the
Fund's Board of Trustees determines present minimal credit risks and which
are of "high quality" as determined by any major rating service or, in the
case of an instrument that is not rated, of comparable quality as determined
by the Board.

Global Risks. Investments in foreign securities may involve certain risks
that are not present in domestic investments, due to exchange controls, less
publicly available information, more volatile or less liquid securities
markets, and the possibility of expropriation, confiscatory taxation or
political, economic or social instability. There may be difficulty in
enforcing legal rights outside the United States. Some foreign companies are
not subject to the same uniform financial reporting requirements, accounting
standards and government supervision as domestic companies, and foreign
exchange markets are regulated differently from the American stock market.
Security trading practices abroad may offer less protection to investors such
as the Fund. In addition, foreign securities may be denominated in the
currency of the country in which the issuer is located. Consequently, changes
in the foreign exchange rate will affect the value of the Fund's shares and
dividends. Finally, you should be aware that the expense ratios of
international funds generally are higher than those of domestic funds because
there are greater costs associated with maintaining custody of foreign
securities and the increased research necessary for international investing
results in a higher advisory fee.

<PAGE>

These risks may be intensified in the case of investments in emerging markets
or countries with limited or developing capital markets. These countries are
located in the Asia-Pacific region, Eastern Europe, Latin and South America
and Africa. Security prices in these markets can be significantly more
volatile than in more developed countries, reflecting the greater
uncertainties of investing in less established markets and economies.
Political, legal and economic structures in many of these emerging market
countries may be undergoing significant evolution and rapid development, and
they may lack the social, political, legal and economic stability
characteristic of more developed countries. Emerging market countries may
have failed in the past to recognize private property rights. They may have
relatively unstable governments, present the risk of nationalization of
businesses, restrictions on foreign ownership, or prohibitions on
repatriation of assets, and may have less protection of property rights than
more developed countries. Their economies may be predominately based on only
a few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt burdens or
inflation rates. Local securities markets may trade a small number of
securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of substantial holdings
difficult or impossible at times. The Fund may be required to establish
special custodial or other arrangements before making certain investments in
those countries. Securities of issuers located in these countries may have
limited marketability and may be subject to more abrupt or erratic price
movements.

The Fund follows certain policies which may help reduce investment risk.

The Fund has adopted certain investment restrictions which are detailed in
the Statement of Additional Information, where they are classified as
fundamental or nonfundamental. The Fund's investment objective and those
restrictions designated as fundamental may not be changed without shareholder
approval. All other investment policies and restrictions are nonfundamental
and can be changed by a vote of the Trustees without shareholder approval.
The Fund's policies and restrictions may help to reduce investment risk by
limiting the types of securities in which the Fund may invest and the extent
to which the Fund may utilize certain investment techniques and concentrate
its investments in particular securities, issues and industries. Portfolio
turnover rates of the Fund for recent years are shown in the section "The
Fund's Financial Highlights."

Brokers are chosen based on best price and execution.

When choosing brokerage firms to carry out the Fund's transactions the
Adviser gives primary consideration to execution at the most favorable
prices, taking into account the broker's professional ability and quality of
service. Consideration may also be given to the broker's sales of Fund
shares. Pursuant to procedures determined by the Trustees, the Adviser may
place securities transactions with brokers affiliated with the Adviser. These
brokers include Tucker, Anthony Incorporated, and Sutro & Company, Inc. They
are indirectly owned by John Hancock Mutual Life Insurance Company, which in
turn indirectly owns the Adviser.

<PAGE>

ORGANIZATION AND MANAGEMENT OF THE FUND

The Trustees elect officers and retain the investment adviser who is
responsible for the day-to-day operations of the Fund, subject to the
Trustees' policies and supervision.

Shareholders have certain voting rights to remove trustees. The Fund is not
required and does not intend to hold annual meetings of shareholders,
although special meetings may be held for such purposes as electing or
removing Trustees, changing fundamental investment restrictions and policies
or approving a management contract. The Fund, under certain circumstances,
will assist in shareholder communications with other shareholders.

John Hancock Advisers, Inc. advises investment companies having a total value
of approximately $10 billion.

Frederick L. Cavanaugh, Jr. is vice president and portfolio manager of the
Fund. The Fund, formerly called John Hancock High Income Fund--Fixed Income
Portfolio, began operation in 1986 and has been managed by Mr. Cavanaugh
since 1988.

Mr. Cavanaugh's areas of expertise include the high-yield bond market and
international economies. Prior to joining John Hancock Advisers, Inc., Mr.
Cavanaugh accumulated 13 years of investment experience with Dewey Square
Investors, the Bank of Boston and the J.T. Thomson Rivert Corporation.

ALTERNATIVE PURCHASE ARRANGEMENTS

An alternative purchase plan allows you to choose the method of payment that
is best for you.

You can purchase shares of the Fund at a price equal to their net asset val
ue per share plus a sales charge. At your election, this charge may be
imposed either at the time of the purchase (see "Initial Sales Charge
Alternative--Class A shares") or on a contingent deferred basis (see
"Contingent Deferred Sales Charge Alternative--Class B shares"). If you do
not specify on your account application which class of shares you are
purchasing, it will be assumed that you are investing in Class A shares.

Investments in Class A shares are subject to an initial sales charge.

Class A Shares. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount you purchase is $1 million or more. If
you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.30% of the
Fund's average daily net assets attributable

<PAGE>

to the Class A shares. Certain purchases of Class A shares qualify for
reduced initial sales charges. See "Share Price--Qualifying for a Reduced
Sales Charge."

Investments in Class B shares are subject to a contingent deferred sales
charge.

Class B Shares. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them
within six years of purchase (the "contingent deferred sales charge" or the
"CDSC"). Class B shares are subject to ongoing distribution and service fees
at a combined annual rate of up to 1.00% of the Fund's average daily net
assets attributable to the Class B shares. Investing in Class B shares
permits all of your dollars to work from the time you make your investment,
but the higher ongoing distribution fee will cause these shares to have a
higher expense ratio than that of Class A shares. To the extent that any
dividends are paid by the Fund, these higher expenses will also result in
lower dividends than those paid on Class A shares.

Class B shares are not available to full service defined contribution plans
administered by John Hancock with more than 100 eligible employees at the
inception of the Fund account.

Factors to Consider in Choosing an Alternative

The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider
whether, during the anticipated life of your Fund investment, the CDSC and
accumulated fees on Class B shares would be less than the initial sales
charge and accumulated fees on Class A shares purchased at the same time, and
to what extent this differential would be offset by the Class A shares' lower
expenses. To help you make this determination, the table under the caption
"Expense Information" on the inside cover page of this Prospectus shows
examples of the charges applicable to each class of shares. Class A shares
will normally be more beneficial if you qualify for a reduced sales charge.
See "Share price--Qualifying for a Reduced Sales Charge."

Class A shares are subject to lower distribution and service fees and,
accordingly, pay correspondingly higher dividends per share, to the extent
that any dividends are paid. However, because initial sales charges are
deducted at the time of purchase, you would not have all of your funds
invested initially and, therefore, would initially own fewer shares. If you
do not qualify for reduced initial sales charges and expect to maintain your
investment for an extended period of time, you might consider purchasing
Class A shares because the accumulated distribution and service charges on
Class B shares may exceed the initial sales charge and accumulated
distribution and service charges on Class A shares during the life of your
investment.

Alternatively, you might determine that it would be more advantageous to
purchase Class B shares to have all of your funds invested initially.
However, you would be subject to higher distribution fees, and, for a
six-year period, a CDSC.

In the case of Class A shares, the distribution expenses that Broker Services
incurs in connection with the sale of the shares will be paid from the
proceeds of the initial sales charge and the ongoing distribution and service
fees. In the case of Class B shares, the expenses will be paid from the
proceeds of the ongoing distribution and service fees, as well as the CDSC
incurred upon redemption within six years of purchase. The purpose and
function of the Class B shares' CDSC and ongoing distribution and service
fees are the same as those of the Class A shares' initial sales charge and

<PAGE>

ongoing distribution and service fees. Sales personnel distributing the
Fund's shares may receive different compensation for selling each class of
shares.

Dividends, if any, on Class A and Class B 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 fact that each class will
bear only its own distribution and service fees, shareholder meeting expenses
and any incremental transfer agency costs. See "Dividends and Taxes."

THE FUND'S EXPENSES

For managing its investment and business affairs, the Fund pays a monthly fee
to the Adviser which for the 1994 fiscal year, was .48% of the Fund's average
daily net asset value.

The Fund pays distribution and service fees for marketing and sales-related
shareholder servicing.

The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service
fees at an aggregate annual rate of 0.30% of the Class A shares' average
daily net assets and an aggregate annual rate of 1.00% of the Class B shares'
average daily net assets. In each case, up to 0.25% is for service expenses
and the remaining amount is for distribution expenses. The distribution fees
will be used to reimburse Broker Services for its distribution expenses
including but not limited to: (i) initial and ongoing sales compensation to
Selling Brokers and others (including affiliates of Broker Services) 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 shares only, interest expenses on unreimbursed
distribution expenses. The service fees will be used to compensate Selling
Brokers for providing personal and account maintenance services to
shareholders. In the event Broker Services is not fully reimbursed for its
payments or expenses under the Class A Plan, the expenses will not be carried
beyond twelve months from the date they were incurred. These unreimbursed
expenses under the Class B Plan will be carried forward together with
interest on the balance of these unreimbursed expenses.

The total expenses of the Fund's Class A shares for the fiscal year ended May
31, 1994 were 1.32% of the average daily net asset value. The total expenses
for Class B shares for the period from October 4, 1993 (commencement date of
Class B shares) to May 31, 1994 were 1.91% of average daily net asset value
on an annualized basis.

DIVIDENDS AND TAXES

Dividends from the Fund's net investment income are generally declared daily
and distributed monthly. Capital gains, if any, are generally distributed
annually. Dividends are reinvested in additional shares of your class unless
you elect the option to receive them in cash. If you elect the cash option
and the U.S. Postal Service cannot deliver your checks, your election will be
converted to the reinvestment option. Because of the higher expenses
associated with Class B shares, any dividend on these shares will be lower
than those of Class A shares. See "Share Price."

Taxation. Dividends from the Fund's net investment income, net short-term
capital gains and certain net foreign currency gains are taxable to you as
ordinary income. Dividends from the Fund's net long-term capital gains are
taxable as long-term capital gains. These dividends are taxable whether you
take them in cash or reinvest in additional shares. Cer-

<PAGE>

tain dividends may be paid in January of a given year, but they may be
taxable as if received the previous December. The Fund will send you a
statement by January 31 showing the tax status of the dividends you received
for the prior year.

The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"). As a regulated investment company, the Fund will not
be subject to Federal income taxes on any net investment income and net
realized capital gains that are distributed to its shareholders at least
annually.

When you redeem (sell) or exchange shares, you may realize a gain or loss. On
the account application, you must certify that the social security or other
taxpayer identification number you provide is correct and that you are not
subject to back-up withholding of federal income tax. If you do not provide
this information or are otherwise subject to this withholding, the Fund may
be required to withhold 31% of your dividends, redemptions and exchanges.

The Fund anticipates that it will be subject to foreign withholding or other
foreign taxes on certain of its foreign investments which will reduce the
yield on these investments.

If more than 50% of the Fund's total assets at the close of its taxable year
consists of stock or securities of foreign corporations, the Fund may make an
election pursuant to which shareholders would include in their gross incomes
their pro rata shares of qualified foreign taxes paid by the Fund (in
addition to the dividends and distributions they receive) and may be
entitled, subject to certain conditions and limitations under the Code, to
claim a Federal income tax credit or deduction for these taxes.

In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund. In
many states, a portion of the Fund's dividends that represent interest
received by the Fund on direct U.S. Government obligations may be exempt from
tax. You should consult your tax adviser for specific advice.

PERFORMANCE

The Fund may advertise its yield and total return.

Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the
maximum offering price per share on the last day of that period. Yield is
calculated according to accounting methods that are standardized for all
stock and bond funds. Because yield accounting methods differ from the
methods used for other accounting purposes, the Fund's yield may not equal
the income paid on your shares or the income reported in the Fund's financial
statements.

Total return is based on the overall change in value of a hypothetical
investment in the Fund. The Fund's total return shows the overall dollar or
percentage change in value, assuming the reinvestment of all dividends.
Cumulative total return shows the Fund's performance over a period of time.
Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in performance, you should recognize that it
is not the same as actual year-to-year results.

<PAGE>

Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at lower sales charges would result in
higher performance figures. Yield and total return for the Class B shares
reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. Total investment return included in
the Fund's Financial Highlights is calculated at Net Asset Value. All
calculations assume that all dividends are reinvested at net asset value on
the reinvestment dates during the periods. Yield and total return for Class A
and Class B shares will be calculated separately, and because each class is
subject to different expenses, the total return and yield calculations may
differ with respect to that class for the same period. The relative
performance of the Class A and Class B shares will be affected by a variety
of factors, including whether the Fund's investment performance is better in
the earlier or later portion of the period measured and the level of net
assets of the classes during the period. The Fund will include the yield and
total return for both Class A and Class B shares in any advertisement or
promotional materials including the Fund's performance data. Both yield and
total return are historical calculations, and are not indications of future
performance. The value of Fund shares, when redeemed, may be more or less
than their original cost. See "Factors to Consider in Choosing an
Alternative." Further information about the performance of the Fund is
contained in the Fund's Annual Report to Shareholders, which may be obtained
free of charge by writing or telephoning John Hancock Fund Services, Inc. at
the address or telephone number listed on the front page of this Prospectus.

HOW TO BUY SHARES

Opening an account

The minimum initial investment is $1,000 ($250 for group investments
and $500 for retirement plans).
Complete the Account Application attached to this Prospectus.
Indicate whether you are purchasing Class A or Class B shares. If
you do not specify which class of shares you are purchasing, Fund
Services will assume you are investing in Class A shares.
By Check 1. Make your check payable to John Hancock Fund
Services, Inc. ("Fund Services").
2. Deliver the completed application and check to
your registered representative or Selling Broker, or
mail it directly to Fund Services.

By Wire 1. Obtain an account number by contacting your
registered representative or Selling Broker, or by
calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Strategic Income Fund
(Class A or Class B shares)
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your
registered representative or Selling Broker, or mail
it directly to Fund Services.

<PAGE>
Buying additional shares (Continued)

By Telephone 1. Complete the "Invest-By-Phone" and "Bank
Information" sections on the Account Privileges
Application designating a bank account from which
your funds may be drawn. Note that in order to
invest by phone, your account must be in a bank or
credit union that is a member of the Automated
Clearing House system (ACH).
2. After your authorization form has been processed,
you may purchase additional Class A or Class B
shares by calling Fund Services toll-free at
1-800-225-5291.
3. Give the Fund Services representative the name(s)
in which your account is registered, the Fund name,
the class of shares you own, your account number and
the amount you wish to invest.
4. Your investment normally will be credited to your
account the business day following your phone
request.

By Check 1. Either complete the detachable stub included on
your account statement or include a note with your
investment listing the name of the Fund, the class
your account number and the name(s) in which the
account is registered.
2. Make your check payable to John Hancock Fund
Services, Inc.
3. Mail the account information and check to:
John Hancock Fund Services, Inc.
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or
Selling Broker.

By Wire Instruct your bank to wire funds to:

First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Strategic Income Fund
(Class A or Class B shares)
Your Account Number
Name(s) under which account is registered

Other Requirements All purchases must be made in U.S. dollars. Checks
written on foreign banks will delay purchases until U.S. funds are
received, and a collection charge may be imposed. Shares of the
Fund are priced at the offering price based on the net asset value
computed after Broker Services receives notification of the dollar
equivalent from the Fund's custodian bank. Wire purchases normally
take two or more hours to complete and, to be accepted the same
day, must be received by 4:00 p.m., New York time. Your bank may
charge a fee to wire funds. Telephone transactions are recorded to
verify information. Certificates are not issued unless a request is
made in writing to Fund Services.

You will receive statements regarding your account, which you should keep to
help with your personal recordkeeping.

You will receive a statement of your account after any transaction that
affects your share balance or registration (statements related to
reinvestment of dividends and automatic investment/withdrawal plans will be
sent to you quarterly). A tax information statement will be mailed to you by
January 31 of each year.

<PAGE>

SHARE PRICE

The offering price of your shares is their net asset value plus a sales
charge, if applicable, which will vary with the purchase alternative you
choose.

The net asset value ("NAV") is the value of one share. The NAV per share is
calculated by dividing the net assets of each class by the number of
outstanding shares of that class. The NAV will be different for each class to
the extent that different amounts of undistributed income are accrued on
shares of each class between dividend declarations. Securities in the Fund's
portfolio are generally valued at their last exchange sales price as provided
by a pricing service which utilizes electronic pricing techniques. Some
securities are valued at fair value based on procedures approved by the
Trustees, and, for certain other securities, the amortized cost method is
used if the Trustees determine in good faith that this cost approximates fair
value as described more fully in the Statement of Additional Information. The
NAV is calculated once daily as of the close of regular trading on the New
York Stock Exchange (generally at 4:00 p.m., New York time) on each day that
the Exchange is open. On any day an international market is closed and the
New York Stock Exchange is open, the foreign securities will be valued at the
prior day's close with the current day's exchange rate.

Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by Broker Services.
If you buy shares of the Fund through a Selling Broker, the Selling Broker
must receive your investment before the close of regular trading on the New
York Stock Exchange and transmit it to Broker Services before its close of
business to receive that day's offering price.

The Fund offers two classes of shares in this Prospectus: Class A shares,
which are subject to an initial sales charge, and Class B shares, which are
subject to a contingent deferred sales charge. If you do not specify a
particular class of shares, it will be assumed that you are purchasing Class
A shares and an initial sales charge will be assessed.

Initial Sales Charge Alternative--Class A Shares. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>
Sales Sales Combined Reallowance
Charge Charge Reallowance to Selling
as a as a and Service Brokers as a
Percentage Percentage Fee as a Percentage
of the of the Percentage of the
Amount Invested Offering Amount of Offering Offering
(Including Sales Charge) Price Invested Price(+) Price(*)
<S> <C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999 2.75% 2.83% 2.30% 2.06%
$500,000 to $999,999 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over 0.00%((**)) 0.00%((**)) ((***)) 0.00%((***))
<FN>
(*) Upon notice to Selling Brokers with whom it has sales agreements, Broker
Services may reallow an amount up to the full applicable sales charge. A
Selling Broker to whom substantially the entire sales charge is reallowed may
be deemed to be an underwriter under the Securities Act of 1933.

<PAGE>

(**) No sales charge is payable at the time of purchase of Class A shares of
$1 million or more, but a contingent deferred sales charge may be imposed in
the event of certain redemption transactions made within one year of
purchase.

(***) Broker Services may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of $1 million or more in the aggregate as follows:
1% on sales to $4,999,999, 0.50% on the next $5 million and 0.25% on $10
million and over.

(+) At the time of sale, Broker Services pays to Selling Brokers the first
year's service fee in advance, in an amount equal to 0.25% of the net assets
invested in the Fund. Thereafter, it pays the service fee periodically in
arrears in an amount up to 0.25% of the Fund's average annual net assets.
Selling Brokers receive the fee as compensation for providing personal and
account maintenance services to shareholders.
</FN>
</TABLE>
Sales charges ARE NOT APPLIED to any dividends which are reinvested in
additional shares of the Fund.

Broker Services will pay certain affiliated Selling Brokers at an annual rate
of up to 0.05% of the daily net assets of the accounts attributable to these
brokers.

In addition to the reallowance allowed to all Selling Brokers, Broker
Services will pay the following: Round trip airfare to a resort will be
offered to each registered representative of a Selling Broker (if the Selling
Broker has agreed to participate) who sells certain amounts of shares of John
Hancock funds. Broker Services will make these incentive payments out of its
own resources. Other than distribution fees, the Fund does not bear
distribution expenses.

Under certain circumstances described below, investors in Class A shares may
be entitled to pay reduced sales charges. See "Qualifying For a Reduced Sales
Charge."

Contingent Deferred Sales Charge--Investments of $1 million or more in Class
A Shares. Purchases of $1 million or more of Class A shares will be made at
net asset value with no initial sales charge, but if the shares are redeemed
within 12 months after the end of the calendar month in which the purchase
was made (the contingent deferred sales charge period), a contingent deferred
sales charge will be imposed. The rate of the CDSC will depend on the amount
invested as follows:

Amount Invested CDSC Rate

$1 million to $4,999,999 1.00%
Next $5 million to $9,999,999 0.50%
Amounts of $10 million and over 0.25%

The contingent deferred sales charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
Class A shares redeemed. Accordingly, no CDSC will be imposed on increases in
account value above the initial purchase price, including any dividends which
have been reinvested in additional Class A shares.

<PAGE>

to the CDSC. The CDSC is waived on redemption in certain circumstances. See
"Waiver of Contingent Deferred Sales Charges."

You may qualify for a reduced sales charge on your investments in Class A
shares.

Qualifying for a Reduced Sales Charge. If you invest more than $100,000 in
Class A shares of the Fund or a combination of John Hancock funds (except
money market funds), you may qualify for a reduced sales charge on your
investments through a LETTER OF INTENTION. You may also be able to use the
ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE to take advantage of the
value of your previous investments in shares of the John Hancock funds in
meeting the breakpoints for a reduced sales charge. For the COMBINATION
PRIVILEGE and ACCUMULATION PRIVILEGE the applicable sales charge will be
based on the total of:

1. Your current purchase of Class A shares of the Fund.

2. The net asset value (at the close of business on the previous day) of (a)
all Class A shares of the Fund you hold, and (b) all Class A shares of any
other John Hancock mutual fund you hold; and

3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."

Example:

If you hold Class A shares of a John Hancock mutual fund with a net asset
value of $20,000 and, subsequently, invested $30,000 in Class A shares of the
Fund, the sales charge on this subsequent investment would be 4.50% and not
5.00% (the rate that would otherwise be applicable to investments of less
than $50,000. See "Initial Sales Charge Alternative--Class A Shares.")

Class A shares may be available without a sales charge to certain individuals
and organizations.

If you fall under one of the following categories, you may purchase Class A
shares of the Fund without paying a sales charge:

*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 of any of the foregoing; or any
Fund, pension, profit sharing or other benefit plan for the individuals
described above.

*Any state, county, city or any instrumentality, department, authority or
agency of these entities which is prohibited by applicable investment laws
from paying a sales charge or commission when it purchases shares of any
registered investment management company.*

*A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds if it is
purchasing $1 million or more for non-discretionary customers or accounts.*

*A broker, dealer or registered investment adviser that has entered into an
agreement with Broker Services providing specifically for the use of Fund
shares in fee-based investment products made available to their clients.

<PAGE>

*A former participant in an employee benefit plan with John Hancock Mutual
Funds, when he or she withdraws from his or her plan and transfers any or all
of his or her plan distributions to the Fund.

*For investments made under these provisions, Broker Services may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.

Class A shares of the Fund 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.

Contingent Deferred Sales Charge Alternative--Class B Shares. Class B shares
are offered at net asset value per share without a sales charge, so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a
CDSC at the rates set forth below. This charge will be assessed on an amount
equal to the lesser of the current market value or the original purchase cost
of the shares being redeemed. Accordingly, you will not be assessed a CDSC on
increases in account value above the initial purchase price, including shares
derived from dividend reinvestment.

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 or those you acquire
through reinvestment of dividends or distributions, and next from the shares
you have held the longest during the six-year period.

Example:

You have purchased 100 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:

* Proceeds of 50 shares redeemed at $12 per share $ 600
* Minus proceeds of 10 shares not subject to CDSC
because they were acquired through dividend
reinvestment (10 x $12) -120
* Minus appreciation on remaining shares, also not
subject to CDSC (40 x $2) -80
* Amount subject to CDSC $ 400

Proceeds from the CDSC are paid to Broker Services. Broker Services uses them
to defray its expenses related to providing the Fund with distribution
services in connection with the sale of Class B shares, such as compensating
Selling Brokers for selling these shares. The combination of the CDSC and the
distribution and service fees makes it possible for the Fund to sell Class B
shares without an initial sales charge.

The amount of the CDSC, if any, will vary depending on the number of years
from the time you purchase your Class B shares until the time you redeem
them. Solely for purposes of determining this holding period, any payments
you make during the month will be aggregated and deemed to have been made on
the last day of the month.

<PAGE>

Year In Which
Class B Shares Contingent Deferred Sales
Redeemed Charge As a Percentage of
Following Purchase Dollar Amount Subject to CDSC

First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None

A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision
of personal and account maintenance services to shareholders during the
twelve months following the sale, and thereafter the service fee is paid in
arrears.

Conversion of Class B Shares. Your Class B shares and an appropriate portion
of both reinvested dividends and capital gains on those shares will be
converted into Class A shares automatically no later than the month following
eight years after the shares were purchased, resulting in lower annual
distribution fees. If you exchanged Class B shares into this Fund from
another John Hancock fund, the calculation will be based on the time the
shares in the original fund were purchased.

Under certain circumstances, the CDSC on Class B share redemptions will be
waived.

Waiver of Contingent Deferred Sales Charge. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to CDSC,
unless indicated otherwise, in the circumstances defined below:

*Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
"How To Redeem Shares"), as long as your annual redemptions do not exceed 10%
of your account value at the time you established your Systematic Withdrawal
Plan and 10% of the value of subsequent investments (less redemptions) in
that account at the time you notify Fund Services. This waiver does not apply
to Systematic Withdrawal Plan redemptions of Class A shares that are subject
to a CDSC.

*Redemptions made to effect distributions from an Individual Retirement
Account either before or after age 59-1/2, as long as the distributions are
based on your life expectancy or the joint-and-last survivor life expectancy
of you and your beneficiary. These distributions must be free from penalty
under the Code.

*Redemptions made to effect mandatory distributions under the Code after age
70-1/2 from a tax-deferred retirement plan.

*Redemptions made to effect distributions to participants or beneficiaries
from certain employer-sponsored retirement plans including those qualified
under Section 401(a) of the Code, custodial accounts under Section 403(b)(7)
of the Code and deferred compensation plans under Section 457 of the Code.
The waiver also applies to certain returns of excess contributions made to
these plans. In all cases, the distributions must be free from penalty under
the Code.

*Redemptions due to death or disability.

*Redemptions made under the Reinvestment Privilege, as described in
"Additional Services and Programs" of this Prospectus.

<PAGE>

*Redemptions made pursuant to the Fund's right to liquidate your account if
you own fewer than 50 shares.

*Redemptions made under certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

*Redemptions from certain IRA and retirement plans that purchased shares
prior to October 1, 1992.

If you qualify for a CDSC waiver under one of these situations, you must
notify Fund Services either directly or through your Selling Broker at the
time you make your redemption. The waiver will be granted once Fund Services
has confirmed that you are entitled to the waiver.

HOW TO REDEEM SHARES

To assure acceptance of your redemption request, please follow these
procedures.

You may redeem all or a portion of your shares on any business day. Your
shares will be redeemed at the next NAV calculated after your redemption
request is received in good order by Fund Services, less any applicable CDSC.
The Fund may hold payment until reasonably satisfied that investments which
were recently made by check or Invest-by-Phone have been collected (which may
take up to 10 calendar days).

Once your shares are redeemed, the Fund generally sends you payment on the
next business day. When you redeem your shares, you will generally realize a
gain or loss depending on the difference between what you paid for them and
what you receive for them, subject to certain tax rules. Under unusual
circumstances, the Fund may suspend redemptions or postpone payment for up to
seven days or longer, as permitted by Federal securities laws.

<PAGE>

By Wire If you have a telephone redemption form on file with
the Fund, redemption proceeds of $1,000 or more can
be wired on the next business day to your designated
bank account, and a fee (currently $4.00) will be
deducted. You may also use electronic funds transfer
to your assigned bank account, and the funds are
usually collectable after two business days. Your
bank may or may not charge a fee for this service.
Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the
"Telephone Redemption" section on the Account
Privileges Application attached to this Prospectus.

By Check You may elect the checkwriting option on the account
(Class A application. This allows you to write checks in
Shares only) amounts from a minimum of $100. Checks may not be
written against shares in your account which have
been purchased within the last 15 days, except for
shares purchased by wire transfer (which are
immediately available), or for Fund shares that are
in certificate form.
There is a $5.00 charge for each checkbook which
will be deducted from your account. Other expenses
relating to checkwriting are borne by the Fund.
You should make sure that there are sufficient
shares in the account to cover the amount of any
check drawn, since the net asset value of shares
will fluctuate. If insufficient shares are in the
account, the check will be returned marked
"insufficient funds" and no shares will be redeemed.
It is not possible to determine in advance the total
value of your account so as to write a check for the
value of the entire account because dividends
declared on shares held in the account or prior
redemptions and possible changes in net asset value
may cause the account to change in amount.
Accordingly, you should not close your account by
writing a check. Shareholders may not maintain a
Systematic Withdrawal Plan and utilize the
checkwriting service at the same time.

In Writing Send a stock power or "letter of instruction"
specifying the name of the Fund, the dollar amount
or the number of shares to be redeemed, your name,
class of shares, your account number, and the
additional requirements listed below that apply to
your particular account.
Type of
Registration Requirements
Individual, Joint
Tenants, Sole
Proprietorship,
Custodial
(Uniform Gifts
or Transfer to A letter of instruction signed (with titles where
Minors Act), applicable) by all persons authorized to sign for
General the account, exactly as it is registered with the
Partners. signature(s) guaranteed.

Corporation, A letter of instruction and a corporate resolution,
Association signed by person(s) authorized to act on the
account, with the signature(s) guaranteed.

Trusts A letter of instruction signed by the Trustee(s)
with the signature(s) guaranteed. (If the Trustee's
name is not registered on your account, also provide
a copy of the trust ,document, certified within the
last 60 days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.

A signature guaranteed is a widely accepted way to protect you and the
Fund by verifying the signature on your request. It may not be provided
by a notary public. If the net asset value of the shares redeemed is
$100,000 or less, Broker Services may guarantee the signature. The
following institutions may provide you with a signature guarantee, provided
that the institution meets credit standards established by Fund Services:
(i) a bank; (ii) a securities broker or dealer, including a government or
municipal securities broker or dealer, that is a member of a clearing
corporation or meets certain net capital requirements; (iii) a credit
union having authority to issue signature guarantees; (iv) a savings and
loan association, a building and loan association, a cooperative bank, a
federal savings bank or association; or (v) a national securities
exchange, a registered securities exchange or a clearing agency.

Who may guarantee your signature

Additional
information
about
redemptions
Through Your Broker Your broker may be able to initiate the redemption.
Contact your broker for instructions.
If you have certificates for your shares, you must submit them with your
stock power or a letter of instruction. Unless you specify to the
contrary, any outstanding Class A shares will be redeemed before Class B
shares. You may not redeem certificated shares by telephone.

<PAGE>

Due to the proportionately high cost of maintaining smaller accounts, the
Fund reserves the right to redeem at net asset value all shares in an
account which holds fewer than 50 shares (except accounts under
retirement plans) and to mail the proceeds to the shareholder, or the
transfer agent may impose an annual fee of $10.00. No account will be
involuntarily redeemed or any additional fee imposed, if the value of the
account is in excess of the Fund's minimum initial investment. No CDSC
will be imposed on involuntary redemptions of shares.
Shareholders will be notified before these redemptions are to be made or
this fee is imposed, and will have 30 days to purchase additional shares
to bring their account up to the required minimum. Unless the number of
shares acquired by additional purchases and any dividend reinvestments,
if any, exceeds the number of shares redeemed, repeated redemptions from
a smaller account may eventually trigger this policy.

ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege

You may exchange shares of the Fund only for shares of the same class in
another John Hancock mutual fund.

If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of
investment goals. Contact your registered representative or Selling Broker
and request a prospectus for the John Hancock funds that interest you. Read
the prospectus carefully before exchanging your shares. You can exchange
shares of each class of the Fund only for shares of the same class of another
John Hancock fund. For this purpose, John Hancock funds with only one class
of shares will be treated as Class A whether or not they have been so
designated.

Exchanges between funds with shares which are not subject to a CDSC are based
on their respective net asset values. No sales charge or transaction charge
is imposed. Class B shares of the Fund which are subject to a CDSC may be
exchanged into Class B shares of another John Hancock fund without incurring
the CDSC; however, these shares will be subject to the CDSC schedule of the
shares acquired (except exchanges into John Hancock Short-Term Strategic
Income Fund and John Hancock Limited-Term Government Fund, which will be
subject to the initial Fund's CDSC). 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.

You may exchange Class B shares of the Fund into shares of John Hancock Cash
Management Fund at net asset value. Shares so acquired will continue to be
subject to a CDSC upon redemption. The rate of the CDSC will be the rate in
effect for the original fund at the time of the exchange.

If you exchange Class B shares purchased prior to January 1, 1994 (except
shares of John Hancock Short-Term Strategic Income Fund and John Hancock
Limited Term Government Fund which will be subject to the initial fund's
CDSC) for Class B shares of any other John Hancock fund, you will continue to
be subject to the CDSC schedule that was in effect when they were purchased.
See "Contingent Deferred Sales Charge Alternative--Class B shares."

<PAGE>

The Fund reserves the right to require you to keep previously exchanged
shares (and reinvested dividends) in the Fund for 90 days before you are
permitted a new exchange. The Fund may also terminate or alter the terms of
the exchange privilege upon 60 days' notice to shareholders.

Under exchange agreements with Broker Services, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and Broker Services' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and
other restrictions that do not apply to exchanges requested by shareholders
directly, as described above.

Because Fund performance and shareholders can be hurt by excessive trading,
the Fund reserves the right to terminate the exchange privilege for any
person or group that, in Broker Services' judgment, is involved in a pattern
of exchanges that coincide with a "market timing" strategy that may disrupt
the Fund's ability to invest effectively according to its investment
objective and policies, or might otherwise affect the Fund and its
shareholders adversely. The Fund may also temporarily or permanently
terminate the exchange privilege for any person who makes seven or more
exchanges out of the Fund per calendar year. Accounts under common control or
ownership will be aggregated for this purpose. Although the Fund will attempt
to give prior notice whenever it is reasonably able to do so, it may impose
these restrictions at any time.

An exchange of shares is treated as a redemption of shares of one fund and
the purchase of shares in another for Federal income tax purposes. An
exchange may result in a gain or loss.

When you make an exchange, your account registration must be identical in
both the existing and new account. The exchange privilege is available only
in states where the exchange can be made legally.

By Telephone

1. When you fill out the application for your purchase of Fund shares, you
automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize the telephone exchange.

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

In Writing

1. In a letter, request an exchange and list the following:

- --the name and class of the fund whose shares you currently own
- --your account number
- --the name(s) in which the account is registered
- --the name of the fund in which you wish your exchange to be invested
- --the number of shares, all shares or the dollar amount you wish to exchange

Sign your request exactly as the account is registered.

2. Mail the request and information to:
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

<PAGE>

Reinvestment Privilege

If you redeem shares of the Fund, you may be able to reinvest the proceeds in
shares of the Fund or another John Hancock fund without paying an additional
sales charge.

1. If you redeem Class A shares of the Fund and then reinvest them into any
of the other John Hancock funds that are normally subject to a sales charge
you will not pay a sales charge on your investment as long as you reinvest
within 120 days from the redemption date. If you paid a CDSC upon a
redemption, you may reinvest at net asset value in the same class of shares
from which you redeemed within 120 days. Your account will be credited with
the amount of the CDSC that was charged previously, and the reinvested shares
will continue to be subject to a CDSC. For purposes of computing the CDSC
payable upon a subsequent redemption, the holding period of the shares you
acquired through reinvestment will include the holding period of the redeemed
shares.

2. Any portion of your redemption may be reinvested in Fund shares or in
shares of any of the other John Hancock funds, subject to the minimum
investment limit of that fund.

3. To reinvest, you must notify Fund Services in writing. Include the account
number and class from which your shares were originally redeemed.

Systematic Withdrawal Plan

You can pay routine bills from your account or make periodic disbursements
from your retirement account to comply with IRS regulations.

1. You may elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application, which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account may be made monthly, quarterly, semi-annually,
annually or on a selected monthly basis, and can be sent to you or any other
designated payee.

4. There is no limit on the number of payments you may authorize, but all
payments must be made at the same time or intervals.

5. It is not advantageous to maintain a Systematic Withdrawal Plan
concurrently with purchases of additional Class A or Class B shares, because
you may be subject to an initial sales charge on your purchases of Class A
shares or to a CDSC imposed on your redemptions of Class B shares. In
addition, your redemptions are taxable events.

6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks, or if deposits to a bank account are returned for any reason.

Monthly Automatic Accumulation Program (MAAP)

You can make automatic investments and simplify your investing.

1. You may authorize an investment to be automatically drawn each month from
your bank for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.

2. You may also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You may terminate your Monthly Automatic Accumulation Program at any time.

<PAGE>

4. There is no charge to you for this program, and there is no cost to the
Fund.

5. If you have payments withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.

Group Investment Program

Organized groups of at least four persons may establish accounts.

1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.

2. The initial aggregate investment of all participants in the group must be
at least $250.

3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.

Retirement Plans

1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keogh Plans (H.R.
10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax Sheltered
Annuity Retirement Plans (403(b) or TSA Plans), and 457 Plans.

2. The initial investment minimum or aggregate minimum for any of these plans
is $500. However, accounts being established as group IRA's, SEP, SARSEP, TSA
and 401(k) 457 plans will be accepted without an initial minimum investment.

APPENDIX

As described in the Prospectus, the debt securities offering the high current
income sought by the Fund are ordinarily in the lower rating categories (that
is, rated Baa or lower by Moody's or BBB or lower by Standard & Poor's, or
are unrated).

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 represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

<PAGE>

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.

Standard & Poor's 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 protection; (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.

Standard & Poor's describes its three highest ratings for commercial paper as
follows:

A-1. This designation indicates 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 obligation carrying the higher designations.

Issuers rated P-2 (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.

<PAGE>

Quality Distribution

The average weighted quality distribution of the portfolio for the fiscal
year ended May 31, 1994 was as follows:
<TABLE>
<CAPTION>
Rating Rating
Average % of Assigned % of Assigned % of
Security Rating Value Portfolio by Adviser Portfolio by Service Portfolio
<S> <C> <C> <C> <C> <C> <C>
AAA $ 82,915,576 24.4% $ 0 0.0% $ 82,915,576 24.4%
AA 40,251,212 11.9% 0 0.0% 40,251,212 11.9%
A 22,876,393 6.8% 0 0.0% 22,876,393 6.8%
BAA 2,999,330 0.9% 0 0.0% 2,999,330 0.9%
BA 31,112,357 9.2% 1,833,762 0.6% 29,278,595 8.6%
B 122,776,171 36.2% 10,309,998 3.0% 112,466,173 33.2%
CAA 12,165,478 3.6% 37,385 0.0% 12,128,093 3.6%
CA 486,442 0.1% 0 0.0% 486,442 0.1%
C 0 0.0% 0 0.0% 0 0.0%
D 146,923 0.0% 9,231 0.0% 137,692 0.0%
Debt Securities 315,729,882 93.1% $12,190,376 3.6% $303,539,506 89.5%
Equity
Securities 14,569,976 4.3%
Short-Term
Securities 8,857,470 2.6%
Total Portfolio 339,157,328 100%
Other
Assets--Net 5,081,689
Net Assets $344,239,017
</TABLE>

<PAGE>

(Notes)

<PAGE>

(Notes)

<PAGE>

JOHN HANCOCK STRATEGIC INCOME FUND

Investment Adviser
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

Principal Distributor
John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

Custodian
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110

Transfer Agent
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For: Service Information
Telephone Exchange call 1-800-225-5291
Investment-by-Phone
Telephone Redemption
TDD call 1-800-554-6713

JHD-9100P 10/94

JOHN HANCOCK
STRATEGIC
INCOME FUND

Class A and Class B Shares
Prospectus
October 1, 1994

A mutual fund seeking a high level of current income through a diversified
portfolio of debt securities.

101 Huntington Avenue
Boston, Massachusetts 02199-7603
Telephone 1-800-225-5291

[Recycle Symbol] Printed on recycled paper using soybean ink

<PAGE>

John Hancock
Utilities Fund

Class A and Class B Shares
Prospectus
October 1, 1994

TABLE OF CONTENTS

Page
Expense Information 2
Investment Objectives and Policies 4
Organization and Management of the Fund 8
Alternative Purchase Arrangements 9
The Fund's Expenses 10
Dividends and Taxes 11
Performance 12
How to Buy Shares 13
Share Price 15
How to Redeem Shares 20
Additional Services and Programs 21

This Prospectus sets forth the information about John Hancock Utilities Fund
(the "Fund"), a series of John Hancock Strategic Series (the "Trust"), that
you should know before investing. Please read and retain it for future
reference.

Additional information about the Fund has been filed with the Securities and
Exchange Commission (the "SEC"). You can obtain a copy of the Fund's
Statement of Additional Information, dated October 1, 1994, and incorporated
by reference in this Prospectus, free of charge by writing to or by
telephoning: John Hancock Fund Services, Inc., P.O. Box 9116, Boston,
Massachusetts 02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).

<PAGE>

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses that you will bear, directly or indirectly, when
you purchase shares of the Fund. The operating expenses included in the table
and the hypothetical example below are based on actual fees and expenses for
the Fund's fiscal year ended May 31, 1994, adjusted to reflect current fees
and expenses. Actual fees and the expense limitation of Class A shares and
Class B shares may be greater or less than those indicated.

Class A Class B
Shares Shares

Shareholder Transaction
Expenses
(As a percentage of offering
price)
Maximum sales charge imposed on purchases 5.00% None
Maximum sales charge imposed on reinvested
dividends None None
Maximum deferred sales charge None* 5.00%
Redemption fee+ None None
Exchange fee None None
Annual Fund Operating Expenses
(As a percentage of average net assets)
Management fee*** (net of reimbursement) 0.00% 0.00%
12b-1 fee** 0.30% 1.00%
Transfer agent 0.20% 0.22%
Other expenses*** 0.50% 0.50%
Total Fund operating expenses*** 1.00% 1.72%

*No sales charge is payable at the time of purchase on investments of $1
million or more, but a contingent deferred sales charge of up to 1.00% may be
imposed on these investments, as described under the caption "Share Price,"
in the event of certain redemption transactions within one year of purchase.

**The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses. See "The Fund's Expenses."

***Expenses after expense limitation. In the absence of reimbursement or
waiver by the Adviser, the annual Fund operating expenses for Class A and
Class B shares, respectively would probably be: Management fee, 0.70% and
0.70%; other expenses, 10.87% and 10.87% and total expenses 12.07% and
12.79%.
+Redemption by wire fee (currently $4.00) not included.

1 3 5 10
Example: Year Years Years Years

You would pay the following
expenses for the indicated period
of years on a hypothetical $1,000
investment, assuming a 5% annual
return:
Class A Shares $60 $80 $102 $166
Class B Shares
- --Assuming complete redemption at
end of period $67 $84 $113 $184
- --Assuming no redemption $17 $54 $ 93 $184

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

The management and 12b-1 fees referenced above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement
of Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contract."

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS

The following table of Financial Highlights has been audited by Price
Waterhouse, the Fund's independent accountants, whose unqualified report is
included in the Fund's 1994 Annual Report and is included in the Statement of
Additional Information.

Selected data for a share of beneficial interest outstanding throughout the
period indicated are as follows:

For the Period
February 1, 1994
(Commencement
of Operations)
to May 31, 1994

CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period $ 8.50
Net Investment Income 0.12(b)
Net Realized and Unrealized Loss on Investments (0.36)
Total from Investment Operations (0.24)
Net Asset Value, End of Period $ 8.26
Total Investment Return at Net Asset Value (7.71%)(c)
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted) $ 781
Ratio of Expenses to Average Net Assets** 1.00%*
Ratio of Adjusted Expenses to Average Net Assets (a) 12.07%*
Ratio of Net Investment Income to Average Net Assets 4.53%*
Ratio of Adjusted Net Investment Loss to Average Net
Assets (a) (6.54%)*
Portfolio Turnover Rate 6%
**Expense Reimbursement Per Share $ 0.27(b)

CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period $ 8.50
Net Investment Income 0.08(b)
Net Realized and Unrealized Loss on Investments (0.33)
Total from Investment Operations (0.25)
Net Asset Value, End of Period $ 8.25
Total Investment Return at Net Asset Value (7.79%)(c)
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted) $ 445
Ratio of Expenses to Average Net Assets** 1.72%*
Ratio of Adjusted Expenses to Average Net Assets (a) 12.79%*
Ratio of Net Investment Loss to Average Net Assets 4.20%*
Ratio of Adjusted Net Investment Income to Average
Net Assets (a) (6.87%)*
Portfolio Turnover Rate 6%
**Expense Reimbursement Per Share $ 0.27(b)

* On an annualized basis.
(a) On an unreimbursed basis.
(b) On average monthly shares outstanding.
(c) Not annualized.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks current income, and, to the extent consistent with that
objective, growth of income and long-term capital growth.

The investment objectives of the Fund are to seek current income, and, to the
extent consistent with that objective, growth of income and long-term capital
growth. The Fund will seek to achieve these objectives by investing under
normal market conditions substantially all of its assets in equity securities
issued by companies in the public utilities industries. There can be no
assurance that the objectives of the Fund will be realized.

The Fund will emphasize equity securities issued by companies in the public
utilities industries.

Under normal market conditions, the Fund will invest at least 65% of its
total assets in equity securities of companies in the public utilities
industries. These companies include those engaged in the generation,
transmission, sale or distribution of electric energy; the distribution,
purification and treatment of water; the provision of sewage management and
the treatment of other sanitary services; the production, transmission or
distribution of natural gas and other types of energy; the provision of
pollution control or abatement services; and telephone, telegraph, satellite,
microwave and other communication services (but not including companies in
the public broadcasting or cable television industries). A particular company
is in one or more public utilities industries, if at the time of investment,
the Adviser determines that at least 50% of the company's assets, revenues or
profits are derived from these industries. The Fund may invest in debt and
equity securities of issuers in other industries if John Hancock Advisers,
Inc. (the "Adviser") believes that those investments will help the Fund
achieve its investment objectives.

Equity securities in which the Fund may invest consist of common and
preferred stocks and securities with stock characteristics, such as warrants
to purchase, and debt securities convertible into, common or preferred
stocks. The Fund may invest up to 5% of its net assets (at the time of
purchase) in rights and warrants, except those (i) acquired as part of a unit
or attached to other securities purchased by the Fund or (ii) acquired as
part of a distribution from the issuer, which are not subject to any limit.

The Fund's emphasis on securities of public utilities makes the Fund more
susceptible to adverse conditions affecting those industries than a fund that
does not have its assets concentrated similarly. Public utilities are subject
to a variety of factors that may adversely affect their business or
operations, including high interest costs in connection with capital
construction programs; governmental regulation of rates charged to customers;
costs associated with environmental, nuclear safety and other regulations;
service interruption due to environmental, operational or other mishaps; the
effects of economic slowdowns; surplus capacity; increased competition from
other providers of utility services; uncertainties concerning the
availability of fuel at reasonable prices; the effects of energy conservation
policies and other factors. Public utilities may also be subject to
regulation by various governmental authorities and may be affected by the
imposition of special tariffs and changes in tax laws, regulatory policies
and accounting standards. Prices charged by public utilities are generally
regulated in the U.S. with the intention of protecting the public while
ensuring that the public utilities' rate of return allows them to attract
enough capital to grow and provide appropriate services. There can be no
assurance that these pricing policies or rates of return will continue in the
future. The nature of the regulation of public utilities is evolving. Changes
in regulation increasingly allow public utilities to provide

<PAGE>

services and products outside their traditional geographic areas and lines of
business, offering new sources of revenue but also creating new areas of
competition within their industries. The emergence of competition may result
in certain companies being forced to defend their core businesses, which may
cause them to be less profitable. Generally, the dividend yield of public
utilities' equity securities has been above the stock market average.
Consequently, their market price tends to be more influenced by changes in
prevailing interest rates than does the price of other issuers' securities.

The Fund may also invest in investment grade fixed income securities.

The Fund may also invest up to 25% of its total assets in fixed income
securities, consisting of U.S. Government securities and corporate debt
securities, including convertible securities, rated at least BBB by Standard
& Poors' Ratings Group ("S&P") or at least Baa by Moody's Investors Service,
Inc. ("Moody's"), or, if unrated, determined to be of comparable quality by
the Adviser. The market value of fixed income securities varies inversely
with changes in the prevailing levels of interest rates. The market value of
convertible securities, while influenced by the prevailing level of interest
rates, is also affected by the changing value of the equity securities into
which they are convertible. The Fund may purchase debt securities with stated
maturities of up to thirty years. Debt securities rated BBB or Baa are
considered medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken the issuer's
capacity to pay interest and repay principal. If the rating of a fixed income
security is reduced below Baa or BBB, the Adviser will sell it when it is
appropriate, consistent with the Fund's investment objectives and policies.

The Fund may employ certain investment strategies to help achieve its
investment objective.

Foreign Securities. The Fund may invest up to 25% of its total assets in
securities of foreign issuers, including American Depositary Receipts
("ADRs"). ADRs (sponsored and unsponsored) are receipts typically issued by
an American bank or trust company which evidence ownership of the underlying
securities issued by a foreign corporation, and are designed for trading in
the United States securities markets. Issuers of unsponsored ADRs are not
contractually obligated to disclose material information in the United States
and, therefore, there may not be a correlation between that information and
the market value of an unsponsored ADR. Investment in foreign equity
securities may involve risks not present in domestic investments. An
investment in foreign securities or the holding of foreign currency may be
affected favorably or unfavorably by changes in currency rates and in
exchange control regulations. There may be a transaction charge or
restrictions on the exchange of currency. Foreign issuers may not be subject
to accounting standards or government supervision comparable to those imposed
on domestic companies, and there may often be less publicly available
information about their operations. Foreign markets generally provide less
liquidity than U.S. markets (and thus potentially greater price volatility),
and typically provide fewer regulatory protections for investors. Foreign
securities can also be affected by political or financial instability abroad.

There may also be additional costs in connection with the Fund's
international investment activities. Foreign brokerage commissions are
generally higher than those of the United States. The Fund may also incur
expenses on currency exchanges when it changes investments from one country
to another. Increased custodian costs as well as administrative difficulties
(such as the need to use foreign custodians) may be associated with
maintaining assets in foreign jurisdictions.

<PAGE>

Foreign Currencies. Due to its investments in foreign securities, the Fund
may hold a portion of its assets in foreign currencies. As a result, the Fund
may enter into forward foreign currency exchange contracts to protect against
changes in foreign currency exchange rates. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific
currency at a future date at a price set at the time of the contract.
Although hedging strategies could reduce the risk of loss due to a decline in
the value of the hedged foreign currency, they may also limit any potential
gain which might result from an increase in the value of that currency.

Restricted Securities. The Fund may purchase restricted securities, including
those eligible for resale to "qualified institutional buyers" pursuant to
Rule 144A under the Securities Act of 1933 (the "Securities Act"), subject to
an investment restriction limiting all illiquid securities held by the Fund
to not more than 15% of the Fund's net assets. The Trustees will monitor the
Fund's investments in these securities, focusing on certain factors,
including valuation, liquidity and availability of information. This
investment practice could have the effect of increasing the level of
illiquidity in the Fund, to the extent that qualified institutional buyers
become uninterested in purchasing these restricted securities.

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. 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 in excess of 33-1/3% of its total assets.

Repurchase Agreements, Forward Commitments and When-Issued Securities. The
Fund may enter into repurchase agreements and may purchase securities on a
forward commitment or when-issued basis. In a repurchase agreement, the Fund
buys a security subject to the right and obligation to sell it back to the
issuer at a higher price. These transactions must be fully collateralized at
all times, but involve some credit risk to the Fund if the other party
defaults on its obligation and the Fund is delayed in or prevented from
liquidating the collateral. The Fund will segregate in a separate account
cash or liquid, high grade debt securities equal in value to its forward
commitments and when-issued securities. Purchasing debt securities for future
delivery or on a when-issued basis may increase the Fund's overall investment
exposure and involves a risk of loss if the value of the securities declines
before the settlement date.

The Fund may respond to adverse market conditions by taking a temporary
defensive posture.

<PAGE>

tances) of banks with securities outstanding that are rated at least Prime-1
or Aa by Moody's, or at least A-1 or AA by S&P; obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities with
remaining maturities not exceeding 18 months; and repurchase agreements.

The Fund's portfolio securities may be changed without regard to their
holding period (subject to certain tax restrictions) when the Adviser deems
that this action is appropriate in view of a change in the issuer's financial
or business operations or a change in general market conditions. The Fund
does not generally consider the length of time it has held a particular
security in making its investment decisions. The Fund's portfolio turnover
rate is not expected to exceed 50%.

The Fund follows certain policies which may help reduce investment risk.

The Fund has adopted certain investment restrictions which are detailed in
the Statement of Additional Information, where they are classified as
fundamental or non-fundamental. The Fund's fundamental investment
restrictions may not be changed without shareholder approval. All other
restrictions, investment objectives and investment policies are
nonfundamental and can be changed by a vote of the Trustees without
shareholder approval. If there is a change in the Fund's investment
objectives, shareholders should consider whether the Fund remains an
appropriate investment in light of their current financial position and
needs.

Brokers are chosen based on best price and execution.

When choosing brokerage firms to carry out the Fund's transactions, the
Adviser gives primary consideration to execution at the most favorable
prices, taking into account the broker's professional ability and quality of
service. Consideration may also be given to the broker's sale of Fund shares.
Pursuant to procedures determined by the Trustees, the Adviser may place
securities transactions with brokers affiliated with the Adviser. These
brokers include Tucker, Anthony Incorporated, and Sutro & Company, Inc. They
are indirectly owned by John Hancock Mutual Life Insurance Company, which in
turn indirectly owns the Adviser.

Investments in foreign securities may involve risks and considerations that
are not present in domestic investments.

Global Diversification: Risks and Considerations. Investments in foreign
securities may involve a greater degree of risk than those in domestic
securities due to exchange controls, less publicly available information,
more volatile or less liquid securities markets, and the possibility of
expropriation, confiscatory taxation or political, economic or social
instability. There may be difficulty in enforcing legal rights outside the
United States. Some foreign companies are not generally subject to the same
uniform accounting, auditing and financial reporting requirements as domestic
companies; also, foreign regulation may differ considerably from domestic
regulation of stock exchanges, brokers and securities. Security trading
practices abroad may offer less protection to investors such as the Fund.
Additionally, 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 net
investment income and gains, if any, that the Fund distributes to
shareholders. Securities transactions undertaken in some foreign markets may
not be settled promptly. Therefore, the Fund's investments on foreign
exchanges may be less liquid and subject to the risk of fluctuating currency
exchange rates pending settlement. The expense ratio of the Fund can be
expected to be higher than that of mutual funds investing only in domestic
securities since the expenses of the Fund, such as the cost of maintaining
custody of foreign securities and advisory fees, are higher.

<PAGE>

Security prices in emerging markets can be significantly more volatile than
in more developed countries, reflecting the greater uncertainties of
investing in less established markets and economies. Political, legal and
economic structures in many of these emerging market countries may be
undergoing significant evolution and rapid development, and they may lack the
social, political, legal and economic stability characteristic of more
developed countries. Emerging market countries may have failed in the past to
recognize private property rights. They may have relatively unstable
governments, present the risk of nationalization of business, restrictions on
foreign ownership, or prohibitions or repatriation of assets, and may have
less protection of property rights than more developed countries. Their
economies may be predominantly based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer
from extreme and volatile debt burdens or inflation rates. Local securities
markets may trade a small number of securities and may be unable to respond
effectively to an increase in trading volume, potentially making prompt
liquidation of substantial holdings difficult or impossible at times. The
Fund may be required to establish special custodial or other arrangements
before making certain investments in those countries. Securities of issuers
located in these countries may have limited marketability and may be subject
to more abrupt or erratic price movements.

ORGANIZATION AND MANAGEMENT OF THE FUND

The Trustees elect officers and retain the investment adviser who is
responsible for the day-to-day operations of the Fund, subject to the
Trustees' policies and supervision.

The Fund is organized as a separate, diversified portfolio of the Trust, an
open-end management investment company organized as a Massachusetts business
trust in 1986. The Trust has an unlimited number of authorized shares of
beneficial interest. The Trust's Declaration of Trust permits the Trustees,
without shareholder approval, to create and classify shares of beneficial
interest into separate series of the Fund. As of the date of this Prospectus,
the Trustees have authorized shares of the Fund and three other series.
Additional series may be added in the future. The Trust's Declaration of
Trust also permits the Trustees to classify and reclassify any series or
portfolio of shares into one or more classes. Accordingly, the Trustees have
authorized the issuance of two classes of the fund, designated as Class A
shares and Class B shares. The shares of each class represent an interest in
the same portfolio of investments of the Fund and have equal rights as to
voting, redemption, dividends and liquidation. However, each class of shares
bears different distribution and transfer agent fees, and Class A and Class B
shareholders have exclusive voting rights with respect to their distribution
plans.

Shareholders have certain rights to remove Trustees. The Fund is not required
and does not intend to hold annual meetings of shareholders, although special
meetings may be held for such purposes as electing or removing Trustees,
changing fundamental investment restrictions and policies or approving a
management contract. The Fund, under certain circumstances, will assist in
shareholder communications with other shareholders.

<PAGE>

John Hancock Advisers, Inc. advises investment companies having total assets
of approximately $10 billion.

John Hancock Advisers, Inc. (the "Adviser") was organized in 1968 and is a
wholly-owned indirect subsidiary of the John Hancock Mutual Life Insurance
Company, a financial services company. The Adviser provides the Fund, and
other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Broker
Distribution Services, Inc. ("Broker Services") distributes shares for all of
the John Hancock mutual funds through selected broker-dealers ("Selling
Brokers"). Certain of the Fund's officers are also officers of the Adviser
and Broker Services.

Andrew F. St. Pierre is Senior Vice President of the Adviser and portfolio
manager of the Fund and Patriot Premium Dividend Fund I, Patriot Premium
Dividend Fund II, Patriot Select Dividend Trust, Patriot Global Dividend Fund
and Patriot Preferred Dividend Fund. He is assisted by a team of analysts in
the day to day management of the Fund. Mr. St. Pierre has more than 10 years
of investment experience. He joined the Adviser in 1991. Prior to that date
Mr. St. Pierre was a portfolio manager for Harvard Management Corp.

ALTERNATIVE PURCHASE ARRANGEMENTS

An alternative purchase plan allows you to choose the method of payment that
is best for you.

You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge
Alternative--Class A shares") or on a contingent deferred basis (see
"Contingent Deferred Sales Charge Alternative--Class B shares"). If you do
not specify on your account application which class of shares you are
purchasing, it will be assumed that you are investing in Class A shares.

Investments in Class A shares are subject to an initial sales charge.

Class A Shares. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or
more. If you purchase $1 million or more of Class A shares, you will not be
subject to an initial sales charge, but you will incur a sales charge if you
redeem your shares within one year of purchase. Class A shares are subject to
ongoing distribution and service fees at a combined annual rate of up to
0.30% of the Fund's average daily net assets attributable to the Class A
shares. Certain purchases of Class A shares qualify for reduced initial sales
charges. See "Share Price--Qualifying for a Reduced Sales Charge."

Investments in Class B shares are subject to a contingent deferred sales
charge.

Class B Shares. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them
within six years of purchase (the "contingent deferred sales charge" or the
"CDSC"). Class B shares are subject to ongoing distribution and service fees
at a combined annual rate of up to 1.00% of the Fund's average daily net
assets attributable to the Class B shares. Investing in Class B shares
permits all your dollars to work from the time you make your investment, but
the higher ongoing distribution fee will cause these shares to have a higher
expense ratio than that of Class A shares. To the extent that any dividends
are paid by the Fund, these higher expenses will also result in lower
dividends than those paid on Class A shares.

Class B shares are not available to full service defined contribution plans
administered by John Hancock with more than 100 eligible employees at the
inception of the Fund account.

Factors to Consider in Choosing an Alternative

The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares given the amount of your purchase, the length of time that
you expect

<PAGE>

to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower
expenses. To help you make this determination, the table under the caption
"Expense Information" on the inside cover page of this Prospectus shows
examples of the charges applicable to each class of shares. Class A shares
will normally be more beneficial if you qualify for a reduced sales charge.
See "Share Price--Qualifying for a Reduced Sales Charge."

Class A shares are subject to lower distribution and service fees and,
accordingly, pay correspondingly higher dividends per share, to the extent
any dividends are paid. However, because initial sales charges are deducted
at the time of purchase, you would not have all of your funds invested
initially, and, therefore, would initially own fewer shares. If you do not
qualify for reduced initial sales charges and expect to maintain your
investment for an extended period of time, you might consider purchasing
Class A shares because the accumulated distribution and service charges on
Class B shares may exceed the initial sales charge and accumulated
distribution and service charges on Class A shares during the life of your
investment.

Dividends, if any, on Class A and Class B shares will be calculated in the
same manner, at the same time and on the same day. However, each class will
bear only its own distribution and service fees, shareholder meeting expenses
and any incremental transfer agency costs. See "Dividends and Taxes."

THE FUND'S EXPENSES

For managing its investments and business affairs, the fund pays a fee to the
Adviser which is based on a stated percentage of the Fund's average daily net
asset value as follows:

Net Asset Value Annual Rate

First $250,000,000 0.70%
Amount over $250,000,000 0.65%

<PAGE>

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 average daily net
assets. The Adviser has voluntarily agreed to limit Fund expenses, including
the management fee (but not including the transfer agent fee and the 12b-1
fee), to .50% of the Fund's average daily net assets. The Adviser reserves
the right to terminate this voluntary limitation in the future. The Adviser
retains the right to re-impose a fee and recover any other payments to the
extent that, at the end of any fiscal year, the Fund's actual expenses fall
below this limit.

The Fund pays distribution and service fees for marketing and sales-related
shareholder servicing.

The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service
fees at an aggregate annual rate of 0.30% of the Class A shares' average
daily net assets and an aggregate annual rate of 1.00% of the Class B shares'
average daily net assets. In each case, up to 0.25% is for service expenses
and the remaining amount is for distribution expenses. The distribution fees
will be used to reimburse Broker Services for its distribution expenses,
including but not limited to: (i) initial and ongoing sales compensation to
Selling Brokers and others (including affiliates of Broker Services) 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 shares only, interest expenses on unreimbursed
distribution expenses. The service fees will be used to compensate Selling
Brokers for providing personal and account maintenance services to
shareholders. In the event Broker Services is not fully reimbursed for its
payments or expenses under the Class A Plan, the expenses will not be carried
beyond twelve months from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses.

The total net expenses of the Fund's Class A shares for the period from
February 1, 1994 (commencement date of Class A shares) to May 31, 1994 were
1.00% of the average daily net asset value on an annualized basis and reflect
a limitation of expenses by the Adviser. The total expenses for Class B
shares for the period from February 1, 1994 (commencement date of Class B
shares) to May 31, 1994 were 1.72% of average daily net asset value on an
annualized basis and reflect a limitation of expenses by the Adviser. Without
these limitations expenses for the period for the Class A and Class B shares
would have been 12.07% and 12.79% of average daily net asset values,
respectively.

DIVIDENDS AND TAXES

Dividends from the Fund's net investment income are generally declared and
paid quarterly. Capital gains, if any, are generally declared and distributed
annually. From time to time the Fund may declare a special dividend at year's
end. Dividends are reinvested in additional shares of your class unless you
elect the option to receive them in cash. If you elect the cash option and
the U.S. Postal Service cannot deliver your checks, your election will be
converted to the reinvestment option. Because of the higher expenses
associated with Class B shares, any dividend on these shares will be lower
than that on the Class A shares. See "Share Price."

Taxation. Dividends from the Fund's net investment income, certain net
foreign currency gains, and net short-term capital gains are taxable to you
as ordinary income. Dividends

<PAGE>

from the Fund's net long-term capital gains are taxable as long-term capital
gains. These dividends are taxable whether you take them in cash or reinvest
in additional shares. Certain dividends may be paid in January of a given
year, but may be taxable as if you received them the previous December 31.
The Fund will send you a statement by January 31 showing the tax status of
the distributions you received for the prior year.

The Fund intends to qualify each year as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
As a regulated investment company, the Fund will not be subject to Federal
income taxes on any net investment income and net realized capital gains that
are distributed to its shareholders at least annually.

When you redeem (sell) or exchange shares, you may realize a gain or loss.

On the account application, you must certify that the social security or
other taxpayer identification number you provide is correct and that you are
not subject to back-up withholding of federal income tax. If you do not
provide this information or are otherwise subject to such withholding, the
Fund may be required to withhold 31% of your dividends, redemptions and
exchanges.

The Fund anticipates that it will be subject to foreign withholding or other
foreign taxes on certain of its foreign investments, which will reduce the
yield on these investments. The Fund will not qualify to pass such taxes
through to its shareholders, who will therefore not be entitled to foreign
tax credits or deductions for such taxes.

In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund. In
many states, a portion of the Fund's dividends that represents interest
received by the Fund on direct U.S. Government obligations may be exempt from
tax. You should consult your tax adviser for specific advice.

PERFORMANCE

The Fund may advertise its yield and total return.

Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge of 5.00%. Investments at lower
sales charges

<PAGE>

would result in higher performance figures. Yield and total return for the
Class B shares reflect the deduction of the applicable CDSC imposed on a
redemption of shares held for the applicable period. All calculations assume
that all dividends are reinvested at net asset value on the reinvestment
dates during the periods. Yield and total return of Class A and Class B
shares will be calculated separately, and, because each class is subject to
certain different expenses, the yield or total return may differ with respect
to that class for the same period. The relative performance of the Class A
and Class B shares will be affected by a variety of factors, including the
higher operating expenses attributable to the Class B shares, whether the
Fund's investment performance is better in the earlier or later portions of
the period measured and the level of net assets of the classes during the
period. The Fund will include the total return of both Class A and Class B
shares in any advertisement or promotional materials including the Fund's
performance data. Both yield and total return are historical calculations and
are not indications of future performance. The value of Fund shares, when
redeemed, may be more or less than their original cost. See "Factors to
Consider in Choosing an Alternative." Further information about the
performance of the Fund is contained in the Fund's Annual Report to
Shareholders which may be obtained free of charge by writing or telephoning
John Hancock Fund Services, Inc. at the address or telephone number listed on
the front page of this Prospectus.

HOW TO BUY SHARES

Opening an account

By Check 1. Make your check payable to John Hancock Fund
Services, Inc. ("Fund Services").
2. Deliver the completed application and check to
your registered representative or Selling Broker, or
mail it directly to Fund Services.
By Wire 1. Obtain an account number by contacting your
registered representative or Selling Broker or by
calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Utilities Fund
(Class A or Class B shares)
Your account number
Name(s) under which account is registered.
3. Deliver the completed application to your
registered representative or Selling Broker, or mail
it directly to Fund Services.

<PAGE>
Buying additional Class A and Class B shares

Monthly
Automatic 1. Complete the "Automatic Investing" and "Bank
Accumulation Information" sections on the Account Privileges
Program Application designating a bank account from which
(MAAP) your funds may be drawn.
2. The amount you elect to invest will be
automatically withdrawn from your bank or credit
union account.
By 1. Complete the "Invest-By-Phone" and "Bank
Telephone Information" sections on the Account Privileges
Application designating a bank account from which
your funds may be drawn. Note that in order to
invest by phone, your account must be in a bank or
credit union that is a member of the Automated
Clearing House system (ACH).
2. After your authorization form has been processed,
you may purchase additional Class A or Class B
shares by calling Fund Services toll-free at
1-800-225-5291.
3. Give the Fund Services representative the name(s)
in which your account is registered, the Fund name,
the class of shares you own, your account number and
the amount you wish to invest.
4. Your investment normally will be credited to your
account the business day following your phone
request.
By Check 1. Either complete the detachable stub included on
your account statement or include a note with your
investment listing the name of the Fund, the class
of shares you own, your account number and the
name(s) in which the account is registered.
2. Make your check payable to John Hancock Fund
Services, Inc.
3. Mail the account information and check to:
John Hancock Fund Services, Inc.
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or
Selling Broker.
By Wire Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Utilities Fund
(Class A or Class B shares)
Your Account Number
Name(s) under which account is registered.

Other Requirements. All purchases must be made in U.S. dollars. Checks written
on foreign banks will delay purchases until U.S. funds are received, and a
collection charge may be imposed. Shares of the Fund are priced at the offering
price based upon the net asset value computed after Broker Services receives
notification of the dollar equivalent from the Fund's custodian bank. Wire
purchases normally take two or more hours to complete and, to be accepted the
same day, must be received by 4:00 P.M., New York time. Your bank may charge a
fee to wire funds. Telephone transactions are recorded to verify information.
Certificates are not issued unless a request is made in writing to Fund
Services.

You will receive statements regarding your account which you should keep to
help with your personal recordkeeping.

<PAGE>

SHARE PRICE

The offering price of your shares is their net asset value plus a sales
charge, if applicable, which will vary with the purchase alternative you
choose.

Equity securities in the Fund's portfolio are generally valued at their last
exchange sale price as provided by a pricing service which utilizes
electronic pricing techniques. If no sale has occurred on the date assets are
valued, or if the security is traded only in the over-the-counter market, it
will normally be valued at its last available bid price. Fixed income
securities are generally valued by a pricing service which uses electronic
pricing techniques based upon general institutional trading. Some securities
are valued at fair value based on procedures approved by the Trustees, and
for certain other securities, the amortized cost method is used if the
Trustees determine in good faith that this cost approximates fair value as
described more fully in the Statement of Additional Information. The NAV is
calculated once daily as of the close of regular trading on the New York
Stock Exchange (generally at 4:00 P.M., New York time) on each day that the
Exchange is open.

Initial Sales Charge Alternative--Class A Shares. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>
Sales Sales Combined Reallowance
Charge Charge Reallowance to Selling
as a as a and Service Broker as a
Percentage Percentage Fee as a Percentage
of the of the Percentage of
Amount Invested Offering Amount of Offering Offering
(Including Sales Charge) Price Invested Price(+) Price(*)
<S> <C> <C> <C> <C>
Less than $50,000 5.00% 5.26% 4.25% 4.01%
$50,000 to $99,999 4.50% 4.71% 3.75% 3.51%
$100,000 to $249,999 3.50% 3.63% 2.85% 2.61%
$250,000 to $499,999 2.50% 2.56% 2.10% 1.86%
$500,000 to $999,999 2.00% 2.04% 1.60% 1.36%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)

<FN>
(*)Upon notice to Selling Brokers with whom it has sales agreements, Broker
Services may reallow an amount up to the full applicable sales charge. A
Selling Broker to whom substantially the entire sales charge is reallowed may
be deemed to be an underwriter under the Securities Act of 1933.

<PAGE>

(**)No sales charge is payable at the time of purchase of Class A shares of
$1 million or more, but a contingent deferred sales charge may be imposed in
the event of certain redemption transactions made within one year of
purchase.

(***)Broker Services may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of $1 million or more in the aggregate as follows:
1% on sales to $4,999,999, 0.50% on the next $5 million and 0.25% on $10
million and over.

(+)At the time of sale, Broker Services pays to Selling Brokers the first
year's service fee in advance, in an amount equal to 0.25% of the net assets
invested in the Fund. Thereafter, it pays the service fee periodically in
arrears in an amount up to 0.25% of the Fund's average annual net assets.
Selling Brokers receive the fee as compensation for providing personal and
account maintenance services to shareholders.
</FN>
</TABLE>

Sales charges ARE NOT APPLIED to any dividends which are reinvested in
additional Class A shares of the Fund.

Broker Services will pay certain affiliated Selling Brokers at an annual rate
of up to 0.05% of the daily net assets of accounts attributable to these
brokers.

Under certain circumstances described below, investors in Class A shares may
be entitled to pay reduced sales charges. See "Qualifying For a Reduced Sales
Charge".

Contingent Deferred Sales Charge--Investments of $1 Million or more in Class
A Shares. Purchases of $1 million or more of Class A shares will be made at
net asset value with no initial sales charge, but if the shares are redeemed
within 12 months after the end of the calendar month in which the purchase
was made (the contingent deferred sales charge period), a contingent deferred
sales charge will be imposed. The rate of the CDSC will depend on the amount
invested as follows:

Amount Invested CDSC Rate

$1 million to $4,999,999 1.00%
Next $5 million to $9,999,999 0.50%
Amounts of $10 million and over 0.25%

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 A shares redeemed.
Accordingly, no CDSC will be imposed on increases in account value above the
initial purchase price, including any dividends which have been reinvested in
additional Class A shares.

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. Therefore, it will be assumed that the redemption is first made from
any shares in your account that are not subject to the CDSC. The CDSC is
waived on redemptions in certain circumstances. See "Waiver of Contingent
Deferred Sales Charges" below.

<PAGE>

You may qualify for a reduced sales charge on your investments in Class A
shares.

Qualifying For a Reduced Sales Charge. If you invest more than $50,000 in
Class A shares of the Fund or a combination of John Hancock funds (except
money market funds), you may qualify for a reduced sales charge on your
investments in Class A shares through a LETTER OF INTENTION. You may also be
able to use the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE to take
advantage of the value of your previous investments in shares of the John
Hancock funds in meeting the breakpoints for a reduced sales charge. For the
COMBINATION PRIVILEGE and ACCUMULATION PRIVILEGE the applicable sales charge
will be based on the total of:

1. Your current purchase of Class A shares of the Fund.

2. The net asset value (at the close of business on the previous day) of (a)
all Class A shares of the Fund you hold, and (b) all Class A shares of any
other John Hancock mutual fund you hold; and

3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."

Example:

Class A shares may be available without a sales charge to certain individuals
and organizations.

If you fall under one of the following categories, you may purchase Class A
shares of the Fund without paying a sales charge:

+ 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 of any of the foregoing; or any
Fund, pension, profit sharing or other benefit plan for the individuals
described above.

+ Any state, county, city or any instrumentality, department, authority or
agency of these entities (an "eligible governmental authority") which is
prohibited by applicable investment laws from paying a sales charge or
commission when it purchases shares of any registered investment management
company.*

+ A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds (an
"eligible depository institution") if it is purchasing $1 million or more for
non-discretionary customers or accounts.*

+ A broker, dealer or registered investment adviser that has entered into an
agreement with Broker Services providing specifically for the use of Fund
shares in fee-based investment products made available to their clients.

+ A former participant in an employee benefit plan with John Hancock Mutual
Funds, when s/he withdraws from his/her plan and transfers any or all of
his/her plan distributions to the Fund.

+For investments made under these provisions, Broker Services may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.

<PAGE>

Contingent Deferred Sales Charge Alternative--Class B Shares. Class B shares
are offered at net asset value per share without an initial sales charge, so
that your entire initial investment will go to work at the time of purchase.
However, Class B shares redeemed within six years of purchase will be subject
to a CDSC at the rates set forth below. The charge will be assessed on an
amount equal to the lesser of the current market value or the original
purchase cost of the shares being redeemed. Accordingly, you will not be
assessed a CDSC on increases in account value above the initial purchase
price, including shares derived from dividend reinvestment or capital gains
distributions.

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 or those you acquired
through dividend reinvestment, and next from the shares you have held the
longest during the six-year period.

Example:

Proceeds from the CDSC are paid to Broker Services. Broker Services uses them
to defray its expenses related to providing the Fund with distribution
services in connection with the sale of the Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without an initial sales charge at the time of the
purchase.

Year In Which Contingent Deferred Sales
Class B Shares Redeemed Charge As a Percentage of
Following Purchase Dollar Amount Subject to CDSC

First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None

A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service

<PAGE>

fee is paid in advance at the time of sale for the provision of personal and
account maintenance services to shareholders during the twelve months
following the sale, and thereafter the service fee is paid in arrears.

Conversion of Class B Shares. Your Class B shares and an appropriate portion
of reinvested dividends on those shares will be converted into Class A shares
automatically no later than the month following eight years after the shares
were purchased, resulting in lower annual distribution fees. If you exchanged
Class B shares into this Fund from another John Hancock fund, the calculation
will be based on the time the shares in the original fund were purchased.

Under certain circumstances, the CDSC on Class B share redemptions will be
waived.

Waiver of Contingent Deferred Sales Charge. Under certain circumstances, the
CDSC will be waived on redemptions of Class B shares (and on redemptions of
Class A shares that are subject to CDSC, unless indicated otherwise). The
circumstances are defined below:

+ Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
"How To Redeem Shares"), as long as your annual redemptions do not exceed 10%
of your account value at the time you established your Systematic Withdrawal
Plan and 10% of the value of subsequent investments (less redemptions) in
that account at the time you notify Fund Services. This waiver does not apply
to Systematic Withdrawal Plan redemptions of Class A shares that are subject
to a CDSC.

+ Redemptions made to effect distributions from an Individual Retirement
Account either before or after age 59-1/2, as long as the distributions are
based on your life expectancy or the joint-and-last survivor life expectancy
of you and your beneficiary. These distributions must be free from penalty
under the Internal Revenue Code (the "Code").

+ Redemptions made to effect mandatory distributions under the Code after age
70-1/2 from a tax-deferred retirement plan.

+ Redemptions made to effect distributions to participants or beneficiaries
from certain employer-sponsored retirement plans including those qualified
under Section 401(a) of the Code, custodial accounts under Section 403(b)(7)
of the Code and deferred compensation plans under Section 457 of the Code.
The waiver also applies to certain returns of excess contributions made to
these plans. In all cases, the distributions must be free from penalty under
the Code.

+ Redemptions due to death or disability.

+ Redemptions made under the Reinvestment Privilege, as described in
"Additional Services and Programs" of this Prospectus.

+ Redemptions made pursuant to the Fund's right to liquidate your account if
you own fewer than 50 shares.

+ Redemptions made under certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

+ Redemptions from certain IRA and retirement plans that purchased shares
prior to October 1, 1992.

<PAGE>

HOW TO REDEEM SHARES

To assure acceptance of your redemption request, please follow these
procedures.

Once your shares are redeemed, the Fund generally sends you payment on the
next business day. When you redeem your shares, you will generally realize a
gain or loss depending usually on the difference between what you paid for
them and what you receive for them, subject to certain tax rules. Under
unusual circumstances, the Fund may suspend redemptions or postpone payment
for up to seven days or longer, as permitted by Federal securities laws.

By Telephone All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from
8:00 A.M. to 4:00 P.M. (New York time), Monday through
Friday, excluding days on which the New York Stock
Exchange is closed. Fund Services employs the following
procedures to confirm that instructions received by
telephone are genuine. Your name, the account number,
taxpayer identification number applicable to the account
and other relevant information may be requested. In
addition, telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the
address on the account must not have changed for the last
30 days. A check will be mailed to the exact name(s) and
address shown on the account.
If reasonable procedures, such as those described above,
are not followed, the Fund may be liable for any loss due
to unauthorized or fraudulent telephone instructions. In
all other cases, neither the Fund nor Fund Services will
be liable for any loss or expense for acting upon
telephone instructions made in accordance with the
telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that
are in certificate form.
During periods of extreme economic conditions or market
changes, telephone requests may be difficult to implement
due to a large volume of calls. During these times, you
should consider placing redemption requests in writing or
using EASI-Line. EASI-Line is a telephone number which
is listed on account statements.
By Wire If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired
on the next business day to your designated bank account,
and a fee (currently $4.00) will be deducted. You may
also use electronic funds transfer to your assigned bank
account and the funds are usually collectible after two
business days. Your bank may or may not charge for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
attached to this Prospectus.
In Writing Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, class of shares, your
account number and the additional requirements listed
below that apply to your particular account.

<PAGE>

Type of Registration Requirements
Individual, Joint A letter of instruction signed (with titles where
Tenants, Sole applicable) by all persons authorized to sign for
Proprietorship, the account, exactly as it is registered with the
Custodial signature(s) guaranteed.
(Uniform Gifts or
Transfer to
Minors Act),
General Partners.
Corporation, A letter of instruction and a corporate resolution,
Association signed by person(s) authorized to act on the account
with the signature(s) guaranteed.
Trusts A letter of instruction signed by the Trustee(s)
with the signature(s) guaranteed. (If the Trustee's
name is not registered on your account, also provide
a copy of the trust document, certified within the
last 60 days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.

Who may guarantee your signature
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less,
Broker Services may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Fund Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.

Through Your Broker Your broker may be able to initiate the redemption. Contact
your broker for instructions.

Additional information about redemptions
If you have certificates for your shares, you must submit them with your stock
power or a letter of instruction. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.

Shareholders will be notified before these redemptions are to be made or this
fee is imposed and will have 30 days to purchase additional shares to bring
their account up to the required minimum. Unless the number of shares acquired
by additional purchases and any dividend reinvestments, exceeds the number of
shares redeemed, repeated redemptions from a smaller account may eventually
trigger this redemption policy.

ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege

You may exchange shares of the Fund for shares of the same class in another
John Hancock mutual fund.

<PAGE>

Exchanges between funds which are not subject to a CDSC are based on their
respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund which are subject to a CDSC may be
exchanged into Class B shares of another John Hancock fund without incurring
the CDSC; however, these shares will be subject to the CDSC schedule of the
shares acquired (except exchanges into John Hancock Short-Term Strategic
Income Fund and John Hancock Limited Term Government Fund, which will be
subject to the initial Fund's CDSC). 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 you exchange Class B shares purchased prior to January 1, 1994 (except
shares of John Hancock Short-Term Strategic Income Fund) for Class B shares
of any other John Hancock fund, you will continue to be subject to the CDSC
schedule that was in effect when they were purchased. See "Contingent
Deferred Sales Charge Alternative--Class B shares."

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 gain or loss.

When you make an exchange, your account registration must be identical in
both the existing and new account. The exchange privilege is available only
in states where the exchange can be made legally.

<PAGE>

By Telephone

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

In Writing

1. In a letter request an exchange and list the following:

2. Mail the request and information to:

John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

Reinvestment Privilege

If you redeem shares of the Fund, you may be able to reinvest the proceeds in
shares of this Fund or another John Hancock fund without paying an additional
sales charge.

1. If you redeem Class A shares of the Fund and then reinvest them into any of
the other John Hancock funds that are normally subject to a sales charge you
will not pay a sales charge on your reinvestment as long as you reinvest
within 120 days of the redemption date. If you paid a CDSC upon a redemption,
you may reinvest at net asset value in the same class of shares from which
you redeemed within 120 days. Your account will be credited with the amount
of the CDSC that was charged previously, and the reinvested shares will
continue to be subject to a CDSC. For purposes of computing any CDSC payable
upon a subsequent redemption, the holding period of the shares you acquired
through reinvestment will include the holding period of the redeemed shares.

2. Any portion of your redemption may be reinvested in Fund shares or in
shares of any of the other John Hancock funds, subject to the minimum
investment limit of that fund.

3. To reinvest, you must notify Fund Services in writing. Include the account
number and class from which your shares were originally redeemed.

Systematic Withdrawal Plan

You can pay routine bills from your account or make periodic disbursements
from your retirement account to comply with IRS regulations.

1. You may elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain the application from your registered representative or by calling
1-800-225-5291.

2. To be eligible, you must have at least $5,000 in your account.

<PAGE>

3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis and they can be sent to you or any
other designated payee.

4. There is no limit on the number of payees you may authorize, but all
payments must be made at the same time or intervals.

5. It is not advantageous to maintain a Systematic Withdrawal Plan
concurrently with purchases of additional Class A or Class B shares, because
you may be subject to an initial sales charge on your purchases of Class A
shares or to a CDSC on your redemptions of Class B shares. In addition, your
redemptions are taxable events.

6. Redemptions will be discontinued if the U.S. Postal service cannot deliver
your checks, or if deposits to a bank account are returned for any reason.

Monthly Automatic Accumulation Program (MAAP)

You can make automatic investments and simplify your investing.

2. You may also authorize automatic investing through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You may terminate your Monthly Automatic Accumulation Program at any time.

4. There is no charge to you for this program, and there is no cost to the
Fund.

5. If you have payments withdrawn from a bank account and we are notified that
the account has been closed, your withdrawals will be discontinued.

Group Investment Program

Organized groups of at least four persons may establish accounts.

2. The initial aggregate investment of all participants in the group must be
at least $250.

3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.

Retirement Plans

1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keogh Plans (H.R.
10), Pension and Profit-Sharing Plans (including 401(k) plans), Tax Sheltered
Annuity Retirement Plans (403(b) or TSA Plans) and 457 Plans.

2. The initial investment minimum or aggregate minimum for any of these plans
is $500. However, accounts being established as group IRA, SEP, SARSEP, TSA,
401(k) and 457 Plans will be accepted without an initial minimum investment.

<PAGE>

(Notes)

<PAGE>

(Notes)

<PAGE>

JOHN HANCOCK UTILITIES FUND
Investment Adviser
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Principal Distributor
John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Custodian
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110
Transfer Agent
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116
Independent Auditors
Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For: Service Information
Telephone Exchange Call 1-800-225-5291
Telephone Redemption
Invest-by-Phone
For: TDD Call 1-800-554-6713
JHD-4100P 10/94
JOHN HANCOCK
UTILITIES FUND
Class A and Class B Shares
Prospectus
October 1, 1994
A mutual fund seeking current income and, to the extent consistent with that
objective, growth of income and long-term capital growth.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Telephone 1-800-225-5291

("Recycled" logo) Printed on Recycled Paper

<PAGE>

JOHN HANCOCK
INDEPENDENCE
DIVERSIFIED CORE
EQUITY FUND

Prospectus
October 1, 1994

A mutual fund seeking above average total return.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Telephone 1-800-437-9312

<PAGE>

John Hancock
Independence
Diversified Core
Equity Fund
Prospectus
October 1, 1994

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Expense Information 2
The Fund's Financial Highlights 3
Investment Objective and Policies 4
Organization and Management of the Fund 5
The Fund's Expenses 6
Dividends and Taxes 7
Performance 7
How to Buy Shares 8
Share Price 9
How to Redeem Shares 10
</TABLE>

This Prospectus sets forth information about John Hancock Independence
Diversified Core Equity Fund (the "Fund"), a series of John Hancock Strategic
Series (the "Trust") that you should know before investing. Please read and
retain it for future reference.

Additional information about the Fund has been filed with the Securities and
Exchange Commission (the "SEC"). You can obtain a copy of the Fund's
Statement of Additional Information, dated October 1, 1994, and incorporated
by reference in this Prospectus, free of charge by writing or telephoning:
John Hancock Fund Services, Inc., P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-437-9312.

<PAGE>

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various costs and expenses that you will bear, directly or indirectly, when
you purchase shares of the Fund. The operating expenses included in the table
and the hypothetical example below are based on fees and expenses for shares
of the Fund for the fiscal year ended May 31, 1994, adjusted to reflect the
current expense limitation. Actual fees and expenses of shares of the Fund
may be greater or less than those indicated.

<TABLE>
<CAPTION>
<S> <C>
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases (As a percentage of offering price) None
Maximum sales charge imposed on reinvested dividends None
Deferred sales charge None
Redemption fees* None
Exchange fee None
Annual Fund Operating Expenses (As a percentage of average net assets after expense limitation)
Management fee 0.50%
12b-1 fee 0.00%
Other expenses (after expense limitation)** 0.20%
Total Fund operating expenses** 0.70%
</TABLE>
* Redemption by wire fee (currently $4.00) not included.
** Expenses reflect a voluntary limitation by the Fund's Adviser. Without
such limitation, the other expenses and total Fund operating expenses would
have been 0.65% and 1.15%, respectively, of average daily net asset value.

<TABLE>
<CAPTION>
1 3 5
Example Year Years Years 10 Years
<S> <C> <C> <C> <C>
You would pay the following expenses for the
indicated period of years on a hypothetical $1,000
investment, assuming a 5% annual rate of return and
a voluntary 0.70% expense limitation $7 $23 $40 $90
</TABLE>
(This example should not be considered a representation of the Fund's past or
future expenses, which may be greater or less than those shown.)

The payment of Rule 12b-1 distribution fees has been suspended until further
notice to shareholders. The management fee referred to above is more fully
explained in this Prospectus under the caption "The Fund's Expenses" and in
the Statement of Additional Information under the captions "Investment
Advisory and Other Services" and "Distribution Contract."

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each
period is as follows:
<TABLE>
<CAPTION>
Year Ended May 31,
For the Period
June 10, 1991
(commencement
of operations) to
Per Share Operating Performance 1994 1993 May 31, 1992
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $12.16 $10.98 $10.00
Net Investment Income 0.28(c) 0.22 0.15
Net Realized and Unrealized Gain on Investments .52 1.25 0.94
Total from Investment Operations 0.80 1.47 1.09

Less Distributions:
Dividends from Net Investment Income (0.23) (0.23) (0.11)
Distributions from Net Realized Gain on Investments Sold (0.05) (0.06) --
Total Distributions (0.28) (0.29) (0.11)
Net Asset Value, End of Period $12.68 $12.16 $10.98
Total Investment Return at Net Asset Value 6.60% 13.58% 10.95%(b)
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted) $66,612 $12,488 $2,622
Ratio of Expenses to Average Net Assets** 0.70% 0.76% 1.66%*
Ratio of Net Investment Income to Average Net Assets** 2.20% 2.36% 1.77%*
Portfolio Turnover Rate 43% 53% 52%
Ratio of Adjusted Expenses to Average Net Assets (a) 1.15% 2.94% 3.38%*
Ratio of Adjusted Net Investment Income to Average Net Assets (a) 1.75% 0.18% 0.05%*
**Expense Reimbursement Per Share $0.06(c) $0.20 $0.15
</TABLE>
* On an annualized basis.
(a) On an unreimbursed basis.
(b) Calculation is not on an annualized basis.
(c) On average month end shares outstanding.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The Fund has an investment objective of seeking above average total return.
The Fund does not seek short- term profits.

The investment objective of the Fund is to seek above average total return,
consisting of capital appreciation and income. The Fund will diversify its
investments to create a portfolio with a risk profile and characteristics
similar to the Standard & Poor's 500 Stock Index. Consequently, the Fund will
invest in a number of industry groups without concentration in any particular
industry. The Fund's investments will be subject to the market fluctuation
and risks inherent in all securities. There can be no assurance that the Fund
will realize its objective.

Most Fund investments consist of common stocks.

Under normal conditions, the Fund invests principally (at least 65% of its
total assets) in common stocks. The Fund will focus on securities of
companies which the Fund's management believes offer outstanding capital
growth and/or income potential over both the intermediate and long term. The
Fund's management considers stocks which combine value and improving
fundamentals to be attractive investments for the Fund. In determining what
constitutes "value," the Fund's management seeks stocks with the following
attributes: high growth relative to price/earning ratio, rising dividend
stream, and high asset value. To determine whether a company's stock exhibits
improving fundamentals, the Fund's management looks for accelerating earnings
growth, positive earnings surprises when compared to the market's
expectations and favorable cyclical timing.

American Depository Receipts. ADRs (sponsored and unsponsored) are receipts,
typically issued by U.S. banks, which evidence ownership of underlying
securities issued by a foreign corporation. ADRs are publicly traded on a
U.S. stock exchange or in the over-the-counter market. An investment in
foreign securities including ADRs may be affected by changes in currency
rates and in exchange control regulations. Issuers of unsponsored ADRs are
not contractually obligated to disclose material information in the United
States and, therefore, there may not be a correlation between such
information and the market value of the unsponsored ADR. Foreign companies
may not be subject to accounting standards or government supervision
comparable to U.S. companies, and there is often less publicly available
information about their operations. They may also be affected by political or
financial instability abroad.

The Fund may respond to market conditions by investing temporarily in other
types of securities.

The Fund may also invest in fixed-income securities. The value of
fixed-income securities varies inversely with changes in the prevailing
levels of interest rates. When, in the opinion of John Hancock Advisers, Inc.
(the "Adviser") and Independence Investment Associates, Inc. (the
"Sub-Adviser" and collectively with the Adviser, the "Advisers"), market or
economic conditions warrant, for defensive purposes the Fund may temporarily
invest in fixed-income securities (including debt securities and preferred
stocks) without limitation. All fixed income securities purchased by the
Fund, however, must be rated A or better by Moody's Investors Service, Inc.
or Standard and Poor's Corporation or, if unrated, determined to be of
comparable quality by the Advisers.

Repurchase Agreements. The Fund may enter into repurchase agreements. In a
repurchase agreement, the Fund buys a security subject to the right and
obligation to sell it back to the issuer at a higher price. These
transactions must be fully collateralized at all times, but they involve some
credit risk to the Fund if the other party defaults on its obligations and
the Fund is delayed in or prevented from liquidating the collateral. See the
Fund's Statement of Additional Information for a further discussion of
repurchase agreements.

<PAGE>

Restricted Securities. The Fund may purchase restricted securities including
those eligible for resale to "qualified institutional buyers" under Rule 144A
under the Securities Act of 1933 (the "Securities Act"), subject to a
nonfundamental restriction limiting all illiquid securities held by the Fund
to not more than 15% of the Fund's net assets. The Trustees will carefully
monitor the Fund's investments in these securities, focusing on certain
factors, including valuation, liquidity and availability of information. This
investment practice could have the effect of increasing the level of
illiquidity in the Fund to the extent that qualified institutional buyers
become for a time uninterested in purchasing these restricted securities.

The Fund follows certain policies which may help reduce investment risk.

The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified
as fundamental or nonfundamental. The investment objective and those
restrictions designated as fundamental may not be changed without shareholder
approval. The Fund's investment policies and nonfundamental restrictions,
however, may be changed by a vote of the Trustees without shareholder
approval. If there is a change in the Fund's investment objective,
shareholders should consider whether the Fund remains an appropriate
investment in light of their current financial position and needs. The
portfolio turnover rate for the Fund is shown in "The Fund's Financial
Highlights."

Brokers are chosen based on best price and execution.

When choosing brokerage firms to carry out the Fund's transactions the
Adviser gives primary consideration to execution at the most favorable
prices, taking into account the broker's professional ability and quality of
service. Consideration may also be given to the broker's sales of shares of
the Fund. Pursuant to procedures determined by the Trustees, the Adviser may
place securities transactions with brokers affiliated with the Adviser and
the Fund's Sub-adviser. These brokers include Tucker, Anthony Incorporated
and Sutro and Company, Inc., which are indirectly owned by John Hancock
Mutual Life Insurance Company, which in turn indirectly owns the Adviser and
the Fund's Sub-adviser.

ORGANIZATION AND MANAGEMENT OF THE FUND

The Trustees elect officers and retain the investment adviser who is
responsible for the day-to-day operations of the Fund, subject to the
Trustees' policies and supervision.

The Fund is organized as a separate, diversified portfolio of the Trust, an
open-end investment management company organized as a Massachusetts business
trust in 1986. The Fund was organized in 1991 and was formerly known as the
John Hancock Growth and Income Fund. On July 1, 1993, the Fund changed its
name from John Hancock Diversified Core Equity Fund. The shares of each
series have equal rights as to voting, redemption, dividends and liquidation
in their respective series. The Trust's Declaration of Trust also permits the
Trustees to classify and reclassify the shares of the Funds, or any new
series of the Fund, into one or more classes.

Shareholders have certain rights to remove Trustees. The Trust is not
required to hold annual shareholder meetings, although special meetings may
be called for such purposes as electing or removing Trustees, changing
fundamental restrictions or approving a management contract. The Fund, under
certain circumstances, will assist in shareholder communications with other
shareholders.

The Trust's Declaration of Trust permits the Trustees, without shareholder
approval, to create and classify shares of beneficial interest into separate
series of the Fund. As of the date of this Prospectus, the Trustees have
authorized shares of the Fund and two other series. Additional series may be
added in the future.

<PAGE>

John Hancock Advisers, Inc. advises investment companies having total assets
of approximately $10 billion.

The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary
of the John Hancock Mutual Life Insurance Company, a financial services
company. The Adviser provides the Fund, and other investment companies in the
John Hancock group of funds, with investment research and portfolio
management services. The Sub-adviser was formed in 1982 and is also an
indirect subsidiary of John Hancock Mutual Life Insurance Company. The
Sub-Adviser provides investment advice and advisory services to various
clients, primarily institutional clients. Total assets managed by
Independence Investment Associates, Inc. ("IIA") amount to over $11 billion.
John Hancock Broker Distribution Services, Inc. ("Broker Services")
distributes shares for all of the John Hancock mutual funds directly and
through selected broker-dealers ("Selling Brokers"). Certain of the Fund's
officers are also officers of the Adviser and Broker Services. All investment
decisions made by the Sub-Adviser, on behalf of the Fund, are made by a
portfolio management team and no single person is primarily responsible for
making recommendations to the team.

As of the date of this Prospectus, National Service Industries Inc. held of
record more than 25% of the outstanding shares of the Fund, and therefore it
may be deemed a "controlling person" of the Fund.

THE FUND'S EXPENSES

For the 1994 fiscal year, the Adviser did not impose any management fee.

The Fund pays a monthly fee to the Adviser for managing the Fund's investment
and business affairs, which is equal on an annual basis to 0.50% of the
Fund's average daily net assets. (This fee is included within a voluntary
expense limit of 0.70% of the Fund's average daily net assets.)

The Adviser (not the Fund) pays the Sub-Adviser a fee calculated at an annual
rate of 0.00% of the first $10 million of the Fund's average daily net
assets, 0.15% of the next $10 million of average daily net assets and 0.225%
of the next $10 million of average daily net assets. While the Fund's average
daily net assets exceed $30 million, the fee will be 0.30% of the average
daily net assets up to $50 million, plus 0.35% of the next $50 million, plus
0.40% of average daily net assets over $100 million.

The Fund pays distribution and service fees for marketing and sales-related
shareholder servicing.

The Fund has adopted a distribution plan under Rule 12b-1 (the "Plan") under
the Investment Company Act of 1940. Under the Plan, Broker Services may
receive a fee equal to the lesser of the annual rate of 0.50% of the average
daily net assets of the Fund or the actual distribution expenses, incurred by
Broker Services in any year with respect to the Fund. Payment of fees under
the Plan has been suspended until further notice is given to shareholders.
The Fund does not intend to activate the distribution plan payments in the
immediate future.

The Fund pays certain additional expenses.

The Adviser may, from time to time, agree that all or a portion of its fee
will not be imposed for specific periods or make other arrangements to limit
the Fund's expenses to not more than a specified percentage of average net
assets. The Adviser retains the right to impose such fee and recover any
other payments to the extent annual expenses fall below the limit at the end
of the fiscal year. The Adviser has voluntarily agreed to limit the Fund's
expenses until further notice to 0.70% of the Fund's average net assets.

DIVIDENDS AND TAXES

Dividends from the Fund's net investment income are paid quarterly. Capital
gains distributions are generally declared annually. Dividends are reinvested
in additional shares unless you elect the option to receive them entirely in
cash. If you elect the

<PAGE>

cash option and the U.S. Postal Service cannot deliver your checks, your
election will be converted to reinvestment in additional shares.

Taxation. Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income. Dividends from the
Fund's net long- term capital gains are taxable as long-term capital gains.
These dividends are taxable whether you take them in cash or reinvest them in
additional shares. Certain dividends paid by the Fund in January of a given
year may be taxable to shareholders as if received on December 31 of the
prior year. The Fund will send you a statement by January 31 showing the tax
status of the distributions you received for the prior year.

The Fund has qualified and intends to qualify in the future as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"). As a regulated investment company, the Fund will not
be subject to Federal income taxes on any net investment income and net
realized capital gains that are distributed to shareholders at least
annually.

When you redeem (sell) or exchange shares, you may realize a gain or loss.

On the account application, you are asked to certify that the social security
or other taxpayer identification number you provide is correct and that you
are not subject to back-up withholding of federal income tax. If you do not
provide this information or are otherwise subject to such withholding, the
Fund may be required to withhold 31% of your dividends, redemptions and
exchanges.

In addition to Federal taxes, you may be subject to state and local or
foreign taxes with respect to your investment in and distributions from the
Fund. In many states, a portion of the Fund's dividends that represent
interest received by the Fund on direct U.S. Government obligations may be
exempt from income tax. You should consult your tax adviser for specific
advice.

PERFORMANCE

The Fund may advertise its total return.

The Fund's total return shows the overall dollar or percentage change in
value, assuming the reinvestment of all dividends. Cumulative total return
shows the Fund's performance over a period of time. Average annual total
return shows the cumulative return divided over the number of years included
in the period. Because average annual total return tends to smooth out
variations in the Fund's performance, you should recognize that it is not the
same as actual year-to-year results.

Total return is based on the overall change in value of a hypothetical
investment in the Fund. Total return calculations are at net asset value
because no sales charges are incurred by institutions eligible to buy the
Fund. Total investment return included in the Fund's Financial Highlights is
calculated at net asset value. The value of Fund shares when redeemed may be
more or less than their original cost. Total return is a historical
calculation, and is not an indication of future performance. Further
information about the performance of the Fund is contained in the Fund's
Annual Report to Shareholders which may be obtained free of charge by writing
or telephoning John Hancock Fund Services, Inc. at the address or telephone
number listed on the front page of this Prospectus.

<PAGE>

HOW TO BUY SHARES

Opening an account

Buying additional shares

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The minimum initial investment is $250,000 for institutions, except that this requirement may be waived at
the discretion of the Fund's officers.
Complete the Account Application attached to this Prospectus.
By Check 1. Make your check payable to John Hancock Fund Services, Inc. ("Fund Services").
2. Deliver the completed application and check to your registered representative, Selling
Broker or mail it directly to Fund Services.
By Wire 1. Obtain an account number by contacting your registered representative, Selling Brokers
or by calling 1-800-437-9312.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Independence Diversified Core Equity Fund
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered representative, Sellng Broker or mail
it directly to Fund Services.
By Telephone 1. Complete the "Invest-By-Phone" and "Bank Information" sections on the Account Privileges
Application designating a bank account from which funds may be drawn. Note that in order to
invest by phone, you must have an account in a bank or credit union that is a member of the
Automated Clearing House system (ACH).
2. After your authorization form has been processed, you may purchase shares by calling Fund
Services toll-free at 1-800-437-9312.
3. Give the Fund Services representative the name(s) in which your account is registered,
the Fund name, your account number and the amount you wish to invest.
4. Your investment normally will be credited to your account the business day following your
phone request.
By Check 1. Either complete the detachable stub included in your account statement or include a note
with your investment listing the name of the Fund, your account number and the name(s) in
which the account is registered.
2. Make your check payable to John Hancock Fund Services, Inc.
3. Mail the account information and check to:
John Hancock Fund Services, Inc.
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling Broker.
By Wire Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Independence Diversified Core Equity Fund
Your Account Number
Name(s) under which account is registered

Other Requirements All purchases must be made in U.S. dollars. Checks written on foreign banks will delay purchases
until U.S. funds are received and a collection charge may be imposed. Wire purchases normally take two or more
hours to complete and, to be accepted the same day, must be received by 4:00 p.m., New York time. Your bank
may charge a fee to wire funds. Telephone transactions are recorded to verify information. Share certificates
are not issued unless a request is made to Fund Services.
</TABLE>

<PAGE>

You will receive statements regarding your account which you should keep to
help with your personal recordkeeping.

You will receive a statement of your account after any transaction affect
your share balance or registration (statements related to reinvestment of
dividends and automatic investment/withdrawal plans will be sent to you
quarterly). A tax information statement will be mailed to you by January 31
of each year.

SHARE PRICE

The net asset value ("NAV") is the value of one share. The NAV is calculated
by dividing the Fund's net assets by the number of outstanding shares of the
Fund.

Equity Securities in the Fund's portfolio are generally valued at their last
exchange sale price as furnished by a pricing service which utilizes
electronic pricing techniques. If no sale has occurred on the date assets are
valued, or if the security is traded only in the over-the-counter market, it
will normally be valued at its last available bid price. Fixed income
securities are generally valued by a pricing service which uses electronic
pricing techniques based upon general institutional trading. Some securities
are valued at fair value based on procedures approved by the Trustees, and
for certain other securities, the amortized cost method is used if the
Trustees determine in good faith that this cost approximates fair value as
described more fully in the Statement of Additional Information. The NAV is
calculated once daily as of the close of regular trading on the New York
Stock Exchange (generally at 4:00 p.m., New York time) on each day that the
Exchange is open.

Shares of the Fund are sold at the NAV computed after your investment is
received in good order by Broker Services. If you buy shares of the Fund
through a Selling Broker, the Selling Broker must receive your investment
before the close of regular trading on the New York Stock Exchange and
transmit it to Broker Services prior to its close of business to receive that
day's offering price.

Investors are limited to Institutions as defined below. There is no sales
charge. The minimum investment is $250,000.

Institution is defined as follows: (a) unaffiliated benefit plans; (b)
tax-exempt retirement plans of the Adviser and its affiliates, including
retirement plans of the Sub- Advisers and the Adviser's affiliated brokers;
(c) unit investment trusts ("UITs") sponsored by Broker Services, and Freedom
Principal Return Trust, a UIT sponsored by two indirect wholly owned
subsidiaries of John Hancock Mutual Life Insurance Company; (d) banks and
insurance companies purchasing for their own account; (e) investment
companies not affiliated with the Adviser; (f) endowment funds of non- profit
organizations; (g) any entity taxed as a corporation for purposes of Federal
Taxation and (h) any state, county, city or any instrumentality, department,
authority or agency thereof.

Broker Services may make a payment out of its own resources to a Selling
Broker who sell shares of the Fund in an amount not to exceed 0.15% of the
amount invested.

Fund employees and
affiliates.

Shares of the Fund may also be purchased without a sales charge (and with a
minimum investment of $1,000) by the following persons and their immediate
families: Trustees or officers of the Trust; directors or officers of the
Adviser, Sub-Adviser, and affiliates, or Selling Brokers; employees or sales
representatives of any of the foregoing; retired officers, employees or
Trustees of the foregoing, or any trust, pension, profit sharing or other
benefit plan for persons described above.

Shares of the Fund may also be purchased without a sales charge in connection
with certain liquidation, merger or acquisition transactions, involving other
investment companies or personal holding companies.

<PAGE>

Monthly Automatic Accumulation Program (MAAP)

You can make automatic investments and simplify your investing.

1. You may open an account if you authorize an investment to be automatically
drawn each month on your bank for investment in Fund shares under the
"Automatic Investing" and "Bank Information" sections of the Account
Privileges Application.

2. You may also authorize automatic investment through payroll deduction by
completing the Direct Deposit Investing section of the Account Privileges
Application.

3. You may terminate your monthly Automatic Accumulation Program at any time.

4. There is no charge to you for this program, and there is no cost to the
Fund.

5. If you have payments being withdrawn from a bank account and we are
notified that the account has been closed, withdrawals will be discontinued.

HOW TO REDEEM SHARES

To assure acceptance of your redemption request, please follow these
procedures.

You may redeem all or a portion of your shares on any business day. Your
shares will be redeemed at the next NAV calculated after your redemption
request is received in good order by Fund Services. The Fund may hold payment
until reasonably satisfied that investments which were recently made by check
or Invest-by-Phone have been collected (which may take up to 10 calendar
days).

Once your shares are redeemed, the Fund generally sends you payment on the
next business day. When you redeem your shares, you will generally realize a
gain or loss depending usually on the difference between what you paid for
them and what you receive for them. Under unusual circumstances, the Fund may
suspend redemptions or postpone payment for up to seven days or longer, as
permitted by Federal securities laws.

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By Telephone All Fund shareholders are automatically eligible for the telephone redemption privilege. Call
1-800-437-9312, from 8:00 A.M. to 4:00 P.M. (New York time), Monday through Friday, excluding
days on which the New York Stock Exchange is closed. Fund Services employs the following procedures
to confirm that instructions received by telephone are genuine. Your name, the account number,
taxpayer identification number applicable to the account and other relevant information may be
requested. In addition, telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address on the account must not have changed
for the last 30 days. A check will be mailed to the exact name(s) and address shown on the account.
If reasonable procedures, such as those described above, are not followed, the Fund may be liable
for any loss due to unauthorized or fraudulent telephone instructions. In all other cases, neither
the Fund nor Fund Services will be liable for any loss or expense for acting upon telephone instructions
made in accordance with the telephone transaction procedures mentioned above.
Telephone redemption is not available for John Hancock- or State Street Bank- sponsored IRAs or
other tax-qualified retirement plans or shares of the Fund that are in certificate form.
During periods of extreme economic conditions or market changes, telephone requests may be difficult
to implement due to a large volume of calls. During these times, you should consider placing redemption
requests in writing or using EASI-Line. EASI-Line has a telephone number which is listed on account
statements.

<PAGE>

By Wire If you have a telephone redemption form on file with the Fund, redemption proceeds of $1,000 or
more can be wired on the next business day to your designated bank account and a fee (currently
$4.00) will be deducted. You may also use electronic funds transfer to your assigned bank account
and the funds are usually collectable after two business days. Your bank may or may not charge
a fee for this service. Redemptions of less than $1,000 will be sent by check or electronic funds
transfer.
This feature may be elected by completing the "Telephone Redemption" section on the Account Privileges
Application attached to this Prospectus.

In Writing Send a stock power or "letter of instruction" specifying the name of the Fund, the dollar amount
or the number of shares to be redeemed, your name, your account number and the additional requirements
listed below that apply to your particular account.
</TABLE>
Who may guarantee your signature.

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<S> <C>
Type of Registration Requirements
Individual, Joint Tenants, Sole
Proprietorship, Custodial Letter of instruction signed (with titles where applicable) by all persons
(Uniform Gifts or Transfer to authorized to sign for the account, exactly as it is registered with the signature(s)
Minors Act), General Partners. guaranteed.
Corporation, Association Letter of instruction and a corporate resolution, signed by person(s) authorized
to act on the account, with the signature(s) guaranteed.

Trusts A letter of instruction signed by the Trustee(s) with a signature(s) guaranteed.
(If the Trustee's name is not registered on your account, also provide a copy
of the trust document, certified within the last 60 days.)

If you do not fall into any of these registration categories please call 1-800-437-9312 for further instructions.
A signature guarantee is a widely accepted way to protect you and the Fund by verifying the signature on your request.
It may not be provided by a notary public. If the net asset value of the shares redeemed is $100,000 or less, Broker
Services may guarantee the signature. The following institutions may provide you with a signature guarantee, provided
that any such institution meets credit standards established by Fund Services: (i) a bank; (ii) a securities broker
or dealer, including a government or municipal securities broker or dealer, that is a member of a clearing corporation
or meets certain net capital requirements; (iii) a credit union having authority to issue signature guarantees; (iv)
a savings and loan association, a building and loan association, a cooperative bank, a federal savings bank or association;
or (v) a national securities exchange, a registered securities exchange or a clearing agency.

Through Your Broker Your broker may be able to initiate the redemption. Contact your broker for
instructions.
If you have certificates for your shares, you must submit them with your stock
power or a letter of instruction. You may not redeem certificated shares by
telephone or wire.
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<PAGE>

JOHN HANCOCK INDEPENDENCE
DIVERSIFIED CORE EQUITY FUND

Investment Adviser
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

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

Principal Distributor
John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

Custodian
Investors Bank and Trust Co.
24 Federal Street
Boston, Massachusetts 02110

Transfer Agent
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110

HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For Service Information
For Telephone Exchange call 1-800-437-9312
For Investment-by-Phone
For Telephone Redemption

JHD-2500P 10/94

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