HANCOCK JOHN WORLD FUND, DEF 14A, 1996-06-04

HANCOCK JOHN WORLD FUND
DEF 14A, 1996-06-04

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

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

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

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

Payment of filing fee (check the appropriate box):

[X] Fee paid previously with preliminary materials.

<PAGE>

[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603

May, 1996

Dear Fellow Pacific Basin Equities Fund Shareholder:

You are cordially invited to a special shareholder meeting on Wednesday, June
26, 1996, to be held at 9:00 A.M. in your Fund's office at the location shown on
the enclosed proxy statement.

ELECTION OF THE BOARD OF TRUSTEES

The Board of Trustees is responsible for protecting your interests as a
shareholder of the Fund. Your proxy statement includes a list of nominees and a
brief description of each individual's background.

A NEW SUB-ADVISORY AGREEMENT

As you may know, Indosuez Asia Advisors Limited (IAA) serves as subadvisor for
your Fund. There has been a change of control in IAA's indirect parent company,
Banque Indosuez, under which a portion of this entity will be sold to the French
banking institution Caisse Nationale de Credit Agricole. Although this change
will have no effect on the day-to-day management of either IAA or the Fund, it
does require approval of a new sub-advisory agreement. You will find details on
this new agreement in your proxy statement.

YOUR VOTE IS IMPORTANT!

No matter how large or small your investment may be, your vote makes a
difference. We urge you to review the enclosed proxy statement carefully, and to
vote by completing, signing and returning the enclosed proxy ballot form(s) to
us immediately. Your prompt response will help avoid the cost of additional
mailings. For your convenience, we have enclosed a postage-paid envelope.

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

Sincerely,

/s/ Edward J. Boudreau, Jr.

Edward J. Boudreau, Jr.
Chairman and CEO

P7PXL 5/96
- --------------------------------------------------------------------------------
John Hancock Advisers, Inc. o John Hancock Funds, Inc.*o John Hancock Investor
Services Corporation o The patriot Group, Inc.o John Hancock Advisers
International, Ltd.o NM Capital Management, Inc.o Sovereign Asset Management
Corporation
*Member of National Association of Securities Dealers, Inc.
<PAGE>

JOHN HANCOCK PACIFIC BASIN EQUITIES FUND
101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199

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

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

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

2. To approve a new Subadvisory Agreement between the Fund and Indosuez Asia
Advisers Limited.

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

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

Shareholders of record of the Fund as of the close of business on May 1, 1996
are entitled to notice of and to vote at the Meeting or any adjournment of the
Meeting. The proxy statement and proxy card are being mailed to shareholders on
or about May 29, 1996.

THOMAS H. DROHAN
Senior Vice President and Secretary

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

Boston, Massachusetts
May 29, 1996

P70PX 6/96

<PAGE>

JOHN HANCOCK PACIFIC BASIN EQUITIES FUND
101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199

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

PROXY STATEMENT

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

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Trustees") of John Hancock Pacific Basin Equities
Fund (the "Fund"), a series of John Hancock World Fund (the "Trust"). For
purposes of this Proxy Statement, the term "Fund" will also include the Trust
where appropriate.

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

The cost of preparing and mailing this Proxy Statement and the accompanying
Notice and proxy card will be borne by the Fund, the Adviser and the Subadviser.
The mailing address of the Fund, the Adviser, John Hancock Funds and Investor
Services is 101 Huntington Avenue, Boston, Massachusetts 02199. This Proxy
Statement and the proxy card are being mailed to shareholders on or about May
29, 1996.

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

OUTSTANDING SHARES AND VOTING REQUIREMENTS

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

<PAGE>

As of April 22, 1996, 3,014,551 Class A and 2,230,935 Class B shares of
beneficial interest of the Fund were outstanding.

As of April 22, 1996, no persons or entities owned beneficially or of record
more than 5% of the outstanding Class A shares of the Fund. As of April 22,
1996, the only person or entity that owned beneficially or of record more than
5% of the outstanding Class B shares of the Fund was Merrill Lynch Pierce Fenner
& Smith Inc., Mutual Fund Operations, 4800 Deer Lake Drive East, Jacksonville,
Florida, which owned 366,373.851 shares (16.42% of Class B shares outstanding)
as of such date.

SUMMARY OF VOTING ON PROPOSALS

Shareholders of the Fund will vote together with each other series of the Trust
on Proposal 1. Only shareholders of the Fund will vote on Proposal 2. Each class
of shares of the Fund will vote together on both Proposals.

PROPOSAL 1

ELECTION OF TRUSTEES

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

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

INFORMATION CONCERNING NOMINEES

The following table sets forth each Nominee's principal occupation or employment
during the past five years and the number of Class A shares of beneficial
interest of the Fund beneficially owned by him or her, directly or indirectly,
as of April 22, 1996. None of the Nominees owned any Class B shares as of April
22, 1996. With respect to the Nominees who currently serve as Trustees, the
table sets forth the date he or she first became a Trustee.

<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION FIRST NUMBER OF
POSITION WITH OR EMPLOYMENT BECAME SHARES OWNED
THE FUND DURING THE PAST FIVE YEARS A TRUSTEE (CLASS A ONLY)
- -------------------------- ------------------------------- --------- ----------------
<S> <C> <C> <C>
Edward J. Boudreau, Jr.* Chairman and Chief Executive 1988 Class A: 614
(age 51) Officer of the Adviser and The
Chairman and Chief Berkeley Financial Group ("The
Executive Officer; Berkeley Group"); Chairman,
Trustee; Nominee John Hancock Advisers
International Ltd. ("Advisers
International"), NM Capital
Management, Inc. ("NM
Capital"), John Hancock Funds,
Investor Services, First
Signature Bank and Trust
Company and Sovereign Asset
Management Corporation
("SAMCorp"); Director, John
Hancock Capital Corp., John
Hancock Freedom Securities
Corp. and New England/Canada
Business Council; Member,
Investment Company Institute
Board of Governors; Director,
Asia Strategic Growth Fund,
Inc.; Trustee, Museum of
Science; Vice Chairman and
President, the Adviser (until
July 1992); Chairman, John
Hancock Distributors, Inc.
(until April 1994); Trustee or
Director and Chairman of 61
funds managed by the Adviser.

Dennis S. Aronowitz Professor of Law, Boston 1988 Class A: 114
(age 64) University School of Law;
Trustee; Nominee Trustee, Brookline Savings
Bank; Trustee or Director of 16
funds managed by the Adviser.

Richard P. Chapman, Jr. President, Brookline Savings 1986 Class A: 324
(age 61) Bank; Director, Federal Home
Trustee; Nominee Loan Bank of Boston (lending);
Director, Lumber Insurance
Companies (fire and casualty
insurer); Trustee, Northeastern
University; Director,
Depositors Insurance Fund, Inc.
(insurer); Trustee or Director
of 16 funds managed by the
Adviser.
</TABLE>

<PAGE>

William J. Cosgrove Vice President, Senior Banker 1991 Class A: 65
(age 63) and Senior Credit Officer,
Trustee; Nominee Citibank, N.A. (retired
September 1991); Executive Vice
President, Citadel Group
Representative Inc.; EVP
Resource Evaluation Inc.
(consulting) (until October
1993); Trustee, the Hudson City
Savings Bank (since 1995);
Trustee or Director of
16 funds managed by the
Adviser.

Gail D. Fosler Vice President and Chief 1994 Class A: 69
(age 48) Economist, The Conference Board
Trustee; Nominee (nonprofit economic and
business research); Trustee or
Director of 16 funds managed by
the Adviser.
Anne C. Hodsdon* President and Chief Operating 1996 Class A: 196
(age 42) Officer, the Adviser and John
President; Trustee; Hancock open-end funds;
Nominee Director, Advisers
International; Executive Vice
President, the Adviser (until
December 1994); Senior Vice
President, the Adviser (until
December 1993); Vice President,
the Adviser (until 1991);
Trustee or Director of 56 funds
managed by the Adviser.

Richard S. Scipione* General Counsel, John Hancock 1986 Class A: --
(age 58) Mutual Life Insurance Company;
Trustee; Nominee Director, the Adviser, John
Hancock Funds, Investor
Services, John Hancock
Distributors, Inc., John
Hancock Subsidiaries, Inc.,
John Hancock Property and
Casualty Insurance and its
affiliates (until November
1993), SAMCorp and NM Capital;
Trustee, The Berkeley Group;
Director, JH Networking
Insurance Agency, Inc.; Trustee
or Director of 44 funds managed
by the Adviser.

Edward J. Spellman Partner, KPMG Peat Marwick LLP 1990 Class A: 282
(age 63) (retired June, 1990); Trustee
Trustee; Nominee or Director of 16 funds managed
by the Adviser.
</TABLE>

<PAGE>

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

Leland O. Erdahl Director of Santa Fe Class A: 307
(age 67) Ingredients Company of
Nominee California, Inc. and Santa Fe
Ingredients Company, Inc.
(private food processing
companies); Director of Uranium
Resources, Inc.; President of
Stolar, Inc. (from 1987 to
1991) and President of
Albuquerque Uranium Corporation
(from 1985 to 1992); Director
of Freeport-McMoRan Copper &
Gold Company Inc., Hecla Mining
Company, Canyon Resources
Corporation and Original
Sixteen to One Mine, Inc. (from
1984 to 1987 and from 1991 to
1995) (management consultant);
Trustee or Director of 12 funds
managed by the Adviser.

Richard A. Farrell President of Farrell, Healer & Class A: 65
(age 63) Co. (venture capital management
Nominee firm) (since 1980); Prior to
1980, headed the venture
capital group at Bank of Boston
Corporation; Trustee or
Director of 12 funds managed by
the Adviser.

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

</TABLE>

<PAGE>

Patti McGill Peterson President, St. Lawrence Class A: 142
(age 52) University; Director, Niagara
Nominee Mohawk Power Corporation
(electric utility) and Security
Mutual Life (insurance);
Trustee or Director of 12 funds
managed by the Adviser.

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

</TABLE>

- ---------------
* "Interested person," as defined in the 1940 Act, of the Fund or the Adviser.

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

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

The Board of Trustees held four meetings during the Fund's fiscal year ended
August 31, 1995. With respect to the Fund, no Trustee except for Mr. Scipione
attended fewer than 75% of the aggregate of (1) the total number of meetings of
the Trustees of the Fund; and (2) the total number of meetings held by all
committees of the Trustees on which he or she served. Mr. Bayard Henry retired
from his position as a Trustee of the Fund effective April 26, 1996.

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

The functions performed by the Audit Committee are to recommend annually to the
Trustees a firm of independent certified public accountants to audit the books
and records of the Fund for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Fund on matters concerning the Fund's financial
statements and reports, including

<PAGE>

the appropriateness of their accounting practices and of their internal controls
and procedures; to evaluate the independence of the firm; to review procedures
to safeguard portfolio securities; to approve the purchase by the Fund from the
firm of all non-audit services; to review all fees paid to the firm; to
recommend to the Trustees, at the request of the Fund's officers or Trustees, a
resolution of any potential or actual conflict of interest, and to facilitate
communication between the firm and the Fund's officers and Trustees.

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

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

<PAGE>

EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
NAME, AGE AND
POSITION WITH PRINCIPAL OCCUPATION DURING FIRST BECAME
THE FUND THE PAST FIVE YEARS AN OFFICER
- ------------------- --------------------------------------------- ------------
<S> <C> <C>
Robert G. Freedman Vice Chairman and Chief Investment Officer, 1986
(age 57) the Adviser and each of the John Hancock
Vice Chairman and funds; President, the Adviser (until December
Chief Investment 1994); Director, the Adviser, Advisers
Officer International, John Hancock Funds Investor
Services, SAMCorp and NM Capital; Senior Vice
President, The Berkeley Group.

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

Thomas H. Drohan Senior Vice President and Secretary, the 1986
(age 59) Adviser, The Berkeley Group and each of the
Senior Vice John Hancock funds; Senior Vice President,
President and Investor Services, John Hancock Funds and
Secretary John Hancock Distributors, Inc. (until 1994);
Director, Advisers International; Secretary,
NM Capital.

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

Susan S. Newton Vice President and Assistant Secretary, the 1986
(age 46) Adviser; Vice President, Assistant Secretary
Vice President, and Compliance Officer, certain John Hancock
Assistant Secretary funds; Vice President and Secretary, John
and Compliance Hancock Funds, Investor Services and John
Officer Hancock Distributors, Inc. (until 1994);
Secretary, SAMCorp; Vice President, The
Berkeley Group.

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

</TABLE>

<PAGE>

REMUNERATION OF OFFICERS AND TRUSTEES

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

<TABLE>
<CAPTION>
TOTAL COMPENSATION*
AGGREGATE FROM THE FUND AND
COMPENSATION OTHER FUNDS IN THE
FROM JOHN HANCOCK FUND
INDEPENDENT TRUSTEE THE FUND COMPLEX
- --------------------------------------- ------------ -------------------
<S> <C> <C>
Dennis S. Aronowitz $ 858 $ 61,050
Richard P. Chapman, Jr.+ $ 884 $ 62,800
William J. Cosgrove+ $ 858 $ 61,050
Gail D. Fosler $ 858 $ 60,800
Bayard Henry** $ 833 $ 58,850
Edward S. Spellman $ 858 $ 61,050
Total $5,149 $ 365,600
======= =======
</TABLE>

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

** Mr. Henry retired from his position as Trustee effective April 26, 1996.

+ As of December 31, 1995 the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Chapman was $54,681 and for Mr. Cosgrove was $54,243 under the John Hancock
Deferred Compensation Plan for Independent Trustees (the "Plan").

UNDER THE PLAN, THE INDEPENDENT TRUSTEES MAY ELECT TO DEFER THE RECEIPT OF
ALL OR A PORTION OF THEIR TRUSTEES' FEES PAYABLE BY EACH FUND IN THE JOHN
HANCOCK FUND COMPLEX. THE VALUE OF AN INDEPENDENT TRUSTEE'S PLAN ACCOUNT IS
DETERMINED BY A HYPOTHETICAL INVESTMENT OF THE DEFERRED TRUSTEES' FEES IN
CERTAIN JOHN HANCOCK FUNDS SELECTED BY THE INDEPENDENT TRUSTEE FROM A LIST OF
DESIGNATED FUNDS. The Independent Trustees do not beneficially own shares of
any John Hancock fund under the Plan and a fund's obligation to make payments
of amounts deferred under the Plan is an unsecured liability, payable solely
from that fund's general assets. If the value of the Independent Trustees'
Plan accounts in all the John Hancock funds were actually received and
invested on December 31, 1995 by the Independent Trustees in shares of the
John Hancock funds against which the Plan accounts are valued, the
Independent

<PAGE>

Trustees participating in the Plan would own shares of the John Hancock funds
as set forth below:

SHARES ASSUMING HYPOTHETICAL INVESTMENT OF DEFERRED TRUSTEES' FEES

<TABLE>
<CAPTION>
SPECIAL SOVEREIGN SOVEREIGN
GROWTH INTERNATIONAL VALUE BOND INVESTORS
INDEPENDENT TRUSTEE FUND FUND FUND FUND FUND
- ---------------------------- ------ ------------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Dennis S. Aronowitz -- -- -- -- --
Richard P. Chapman, Jr. 1,192 2,490 1,041 -- --
William J. Cosgrove -- -- 995 675 1,875
Gail D. Fosler -- -- -- -- --
Bayard Henry -- -- -- -- --
Edward S. Spellman -- -- -- -- --
</TABLE>

TRUSTEES' RECOMMENDATION

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

REQUIRED VOTE

Because the Fund is part of an overriding Trust, your vote will be counted on a
Trust-wide basis. Shareholders of the Fund and each other fund which is a series
of the Trust vote together on the election of Trustees for the Trust. Election
of each Nominee of the Trust requires a plurality of votes of the shareholders
of the entire Trust present at meetings of the shareholders, provided that there
is a quorum.

PROPOSAL 2

TO APPROVE A NEW SUBADVISORY AGREEMENT

Indosuez Asia Advisers Limited (the "Subadviser"), with a principal office at
One Exchange Square, Hong Kong, provides investment advice to the Fund with
respect to investments in certain countries outside of the United States and
Canada in accordance with a Sub-Advisory Agreement between the Adviser and the
Subadviser dated as of September 1, 1994 (the "Existing Subadvisory Agreement").
The Existing Subadvisory Agreement was initially approved by the Board of
Trustees of the Fund on June 14, 1994 and by the shareholders of the Fund on
August 23, 1994. The Existing Subadvisory Agreement was most recently approved
by the Trustees on May 1, 1995.

The Subadviser is a wholly-owned subsidiary of Indosuez Asset Management Asia
Limited ("IAMAL"), 44 rue de Courcelles, Paris, France which is a wholly-owned
subsidiary of Banque Indosuez (the "Bank"), 96 Boulevard Haussmann, 75008,
Paris, France. The Bank is a wholly-owned subsidiary of Compagnie de Suez, 1 rue
d'Astorg, 750008, Paris, France.

<PAGE>

Compagnie de Suez, through 100% ownership of the Bank, is currently the parent
company of the Subadviser. Compagnie de Suez has agreed to sell a 51% interest
in the Bank to a French banking institution, the Caisse Nationale de
Credit Agricole ("Credit Agricole"), 91-93 Boulevard Pasteur, 75015, Paris,
France. As a result of the transfer of a majority of the shares of the Bank, an
indirect change in control of the Subadviser will occur. No changes in the
Fund's portfolio managers or in the management of the Subadviser are expected to
occur.

Under the 1940 Act, the transfer of a 51% interest in the Bank (because it is an
indirect parent company of the Subadviser) constitutes an assignment of the
Existing Subadvisory Agreement. The Existing Subadvisory Agreement automatically
terminates upon assignment according to its terms and the terms of the 1940 Act.
In order for the Subadviser to continue providing subadvisory services to the
Fund after the sale, therefore, a new subadvisory agreement must be adopted by
the Fund's shareholders.

At a meeting of the Trustees held on May 21, 1996, the Trustees, including all
of the Independent Trustees, unamimously approved and voted to recommend to
shareholders of the Fund that they approve a new subadvisory agreement (the
"Proposed Subadvisory Agreement") by and between the Adviser and the Subadviser.
The terms of the Proposed Subadvisory Agreement are substantially identical,
including the fees payable to the Subadviser, to the terms of the Existing
Subadvisory Agreement. Under both the Existing Subadvisory Agreement and the
Proposed Subadvisory Agreement, the Adviser will pay to the Subadviser a
quarterly fee, in arrears, equal to an annual rate of (a) 0.30% of the first
$100,000,000 of the Fund's average daily net assets managed by the Subadviser
plus (b) the following additional amount, based on a percentage of the gross
management fee received by the Adviser pursuant to the Investment Management
Contract with respect to the Fund's average daily net assets in excess of
$100,000,000 which are managed by the Subadviser:

Average Daily Net Assets Percentage of
Managed by Subadviser Gross Management Fee
--------------------- --------------------

More than $100,000,000 up to $250,000,000 40%
More than $250,000,000 50%

During the last fiscal year of the Fund ended August 31, 1995, the Adviser paid
the Subadviser a total of $161,533 in subadvisory fees.

THE TRANSACTION

Compagnie de Suez has agreed to sell 51% of its ownership interest in the Bank
to Credit Agricole for a purchase price of approximately 6.3 billion French
Francs (approximately 1.22 billion U.S. Dollars)* subject to certain
adjustments. Although final terms have not been arranged, it is expected that
Credit Agricole will have the right to acquire, and Compagnie de Suez will have
the right to sell, an additional 29% ownership interest in the Bank as of July
1, 1997, which would bring Credit Agricole's ownership interest in the Bank to
80%. The completion of the transaction between Compagnie de Suez and Credit
Agricole is subject to a number of conditions, including necessary regulatory
approval. The closing is expected to occur

- ---------------
* Based on the exchange rate as of the close of business on May 8, 1996.

<PAGE>

as soon as practicable after such approvals are obtained. In the event that the
transaction is not consummated, the Subadvisory Agreement will not terminate and
the Subadviser will continue to act as subadviser to the Fund under the Existing
Subadvisory Agreement.

Credit Agricole acts as the central clearinghouse and coordinating body for a
group of 60 banks which operate throughout France. Credit Agricole is owned by
these banks, which in turn are mutually owned agricultural credit cooperatives.
Credit Agricole is responsible for the liquidity and solvency of the banks under
French law. Credit Agricole is the largest banking institution in France,
providing retail banking, asset and fund management, insurance and investment
banking services. Credit Agricole had as of December 31, 1994 assets of
approximately 1,754 billion French Francs (approximately 342 billion U.S.
Dollars).*

The directors and principal executive officers of the Proposed Subadviser and
their principal occupations are as follows:
<TABLE>
<CAPTION>

Name Principal Occupation
---- --------------------
<S> <C>
Ian McEvatt President, Director and Chief Executive Officer of the Proposed
5 Pacific View Subadviser since January 1994; President and Director, Asia
22 Cape Road Strategic Growth Fund, Inc. (investment company) since
Chung Hom Kok January 1994; Managing Director and Chief Investment Officer,
Hong Kong IAMA since October 1992; and Managing Director Standard
Chartered Equitor Asset Management Asia Ltd. from September
1990 to September 1992.

Ray Jovanovich Vice President and Director of the Proposed Subadviser since
198 Lodge on the Park January 1994; Vice President, Asia Strategic Growth Fund,
4 Kennedy Road Inc. (investment company) since January 1994; and Director
Hong Kong and Portfolio Manager, IAMA since May 1988.

Marian Li Vice President and Director of the Proposed Subadviser since
Flat D Block 24 January 1994; Vice President, Asia Strategic Growth Fund,
555 Victoria Road Inc. (investment company) since January 1994; Director and
Pokfulam Portfolio Manager, IAMA since June 1993; Investment Manager,
Hong Kong Jardine Fleming, Hong Kong from April 1989 to September
1989; Investment Director, Standard Chartered Equitor Asset
Management (Hong Kong) from September 1989 to November 1992;
and Chief Investment Officer, Capital House from November
1992 to June 1993.

Ayaz Hatim Ebrahim Vice President and Director of the Proposed Subadviser since
Flat 27B January 1994; Associate Director, IAMA since November
Tower 1 1991; and Investment Analyst, Hoare Govett, Hong Kong
9A Kennedy Road from September 1990 to 1991.
MidLevels, Hong Kong

- ----------
* Based on the exchange rate as of the close of business on May 8, 1996.

12
<PAGE>

Name Principal Occupation
---- --------------------

Eric H. Jostrom Director of the Proposed Subadviser since June, 1994; President
3 Brookwood Road and Chief Investment Officer, Constitution Management
Manchester by the Sea Company, Inc. since 1992; President and Managing Director,
MA 01944 Standard Chartered Equitor Asset Management N.A., Inc.
until 1992; Deputy Managing Director, Standard Chartered
Equitor Global Asset Management Limited (U.K.) until
1992; and Director, Standard Chartered Equitor Asset Management
Limited (U.K.) until 1992 and Essex County Gas Company.

Thierry Mequillet Secretary and Director of the Proposed Subadvisor since December,
9 Plunkett's Road 1994; Director, Indosuez Asset Management (Singapore) Ltd.
Apt. 7 since 1994; Director Indosuez Asset Nominees Ltd. since 1994;
The Peak Regional General Manager Finance/Operations, IAMAL, since
Hong Kong 1994; Financial Controller, Private Banking, Banque Indosuez
Paris from September 1992 to September 1994; and Deputy
General Manager, Banque Indosuez Singapore from February 1989
to September 1992.

</TABLE>

TRUSTEES' RECOMMENDATION

The Trustees believe that it will be beneficial to the Fund to continue to
receive the high quality of advisory services provided by the Subadviser on the
same terms as they are currently provided. The Trustees considered the fact that
the Proposed Subadvisory Agreement (Exhibit A) is substantially identical to the
Existing Subadvisory Agreement and advisory services provided by the Subadviser,
therefore, will not change as a result of the change in control of the Bank. The
Trustees believe that the Proposed Subadvisory Agreement is reasonable, fair and
in the best interests of the Fund's shareholders.

THE TRUSTEES RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE FOR THE PROPOSAL TO
ADOPT THE PROPOSED SUBADVISORY AGREEMENT.

VOTE REQUIRED

Adoption of Proposal 2 requires the vote of the lesser of (i) 67%, or more of
the shares of the Fund represented at the Meeting, if at least 50% of all
outstanding shares of the Fund are represented at the Meeting, or (ii) more than
50% of the Fund's outstanding shares (a "1940 Act Majority Shareholder Vote").

OTHER MATTERS

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

<PAGE>

PROXIES AND VOTING AT THE MEETING

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

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

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

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

If a broker or nominee holding shares in "street name" indicates on the proxy
that it does not have discretionary authority to vote as to a particular
Proposal, those shares will not be considered as present and entitled to vote
with respect to the Proposal. Accordingly, with respect to Proposal 2, which
requires approval by a 1940 Act Majority Shareholder Vote, a "broker non-vote"
has no effect on the voting in determining whether the Proposal has been adopted
under subsection (i) of the 1940 Act Majority Shareholder Vote definition. In
addition, a "broker non-vote" has no effect on the voting in determining whether
a Nominee has been elected as a Trustee of the Fund pursuant to Proposal 1.
However, in determining whether

<PAGE>

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

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

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

SHAREHOLDERS' PROPOSALS

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

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

BOSTON, MASSACHUSETTS
MAY 29, 1996

JOHN HANCOCK PACIFIC BASIN EQUITIES FUND

<PAGE>

EXHIBIT A

JOHN HANCOCK ADVISERS, INC.
BOSTON, MASSACHUSETTS

July 1, 1996

Indosuez Asia Advisers, Ltd.
One Exchange Square
Suite 2606-2608
Hong Kong

SUB-ADVISORY AGREEMENT

Dear Sirs:

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

The Fund's Board of Trustees (the "Trustees") and the Fund's shareholders have
approved the selection of John Hancock Advisers, Inc. (the "Adviser") to provide
overall investment advice and management for the Fund, and to provide certain
other services, under the terms and conditions provided in the Investment
Management Contract, dated May 5, 1987, as amended December 19, 1989, between
the Fund and the Adviser (the "Investment Management Contract").

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

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

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

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

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

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

<PAGE>

(e) The Adviser's Investment Management Contract.

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

(g) The Fund's portfolio compliance checklists.

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

(i) The Trust's Code of Ethics.

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

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

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

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

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

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

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

<PAGE>

obtain best price and execution, except as otherwise provided in the
Prospectus and Statement of Additional Information of the Fund;

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

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

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

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

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

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

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

5. COMPENSATION OF THE SUB-ADVISER. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Sub-Adviser as
herein provided, for the Fund, the Adviser will pay the Sub-Adviser
quarterly, in

<PAGE>

arrears a fee at the annual rate of (a) .30% of the first $100 million of
the Fund's average daily net assets managed by the Sub-Adviser plus (b) the
following additional amount, based on a percentage of the gross management
fee received by the Adviser pursuant to the Investment Management Contract
with respect to the Fund's average daily net assets in excess of $100
million which are managed by the Sub-Adviser:

<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS PERCENTAGE OF GROSS
MANAGED BY SUB-ADVISER MANAGEMENT FEE
---------------------------------------------------------- -------------------
<S> <C>
More than $100 million up to $250 million 40%
More than $250 million 50%
</TABLE>

The Sub-Adviser will receive a pro rata portion of such quarterly fee for any
periods in which the Sub-Adviser advises the Fund less than a full quarter. The
Sub-Adviser understands and agrees that neither the Trust nor the Fund has any
liability for the Sub-Adviser's compensation hereunder. Calculations of the
Sub-Adviser's fee will be based on average net asset values as provided by the
Adviser.

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

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

8. NO PARTNERSHIP OR JOINT VENTURE. The Adviser and the Sub-Adviser are not
currently partners of or joint venturers with each other and nothing herein
shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.

9. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss

<PAGE>

suffered by the Trust, the Fund or the Adviser in connection with the
matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith, or gross negligence on the Sub-Adviser's
part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.

10. DURATION AND TERMINATION OF THIS AGREEMENT. Unless terminated as provided
below, this Agreement shall remain in force until June 30, 1998, and from
year to year thereafter, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the Trustees of
the Trust who are not interested persons of the Adviser, of the Sub-Adviser
or of the Trust (other than as Board members), cast in person at a meeting
called for the purpose of voting on such approval, and (b) either (i) the
Trustees of the Trust or (ii) a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time, without the payment of any penalty by vote of a
majority of the outstanding voting securities of the Fund, by the Adviser or
by the Sub-Adviser. Termination of this Agreement shall not be deemed to
terminate or otherwise invalidate any other contract between you and any
other series of the Trust. This Agreement shall automatically terminate in
the event of its assignment or upon the termination of the Adviser's
Investment Management Contract. In interpreting the provisions of this
Section 10, the definitions contained in Section 2(a) of the Investment
Company Act of 1940, as amended (particularly the definitions of
"assignment", "interested person," and "voting security"), shall be applied.

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

12. MISCELLANEOUS.

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

(b) Nothing herein contained shall limit or restrict the Sub-Adviser or
any of its officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account or accounts if
done in full compliance with the Trust's Code of Ethics. The Trust
acknowledges that the Adviser or sub-advisers engaged by it and their
respective officers, affiliates and

<PAGE>

employees, and their other clients may at any time, have, acquire,
increase, decrease or dispose of positions in investments which are at
the same time being acquired or disposed of by the Fund.

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

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

Yours very truly,

JOHN HANCOCK ADVISERS, INC.

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

INDOSUEZ ASIA ADVISERS, LTD.

By:
--------------------------
President

21
<PAGE>

JOHN HANCOCK PACIFIC BASIN EQUITIES FUND

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

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

PLEASE SIGN, DATE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

Date __________________, 1996

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

-----------------------
Signature(s)

<PAGE>

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

THIS PROXY SHALL BE VOTED FOR PROPOSAL 2 AND FOR THE NOMINEES IN PROPOSAL 1 IF
NO SPECIFICATION IS MADE BELOW. AS TO ANY OTHER MATTER, SAID PROXY OR PROXIES
SHALL VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT. Please use blue or black ink
or dark pencil. Do not use red ink.

FOR ALL FUNDS

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

Dennis S. Aronowitz William F. Glavin
Edward J. Boudreau, Jr. Anne C. Hodsdon
Richard P. Chapman, Jr. Dr. John A. Moore
William J. Cosgrove Patti McGill Peterson
Douglas M. Costle John W. Pratt
Leland O. Erdahl Richard S. Scipione
Richard A. Farrell Edward J. Spellman
Gail D. Fosler
___
|___| FOR all nominees listed (except as marked to the contrary below)
___
|___| WITHHOLD AUTHORITY to vote for all nominees listed below

YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) BY WRITING THE
NOMINEE(S) NAME(S) ON THE LINE BELOW.

(2) To approve a new Subadvisory Agreement between the Fund and Indosuez Asia
Advisers Limited.

______ ______ ______
FOR ______ AGAINST ______ ABSTAIN ______

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