HANCOCK JOHN WORLD FUND
485APOS, 1996-07-01
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                                                               FILE NO. 33-10722
                                                               FILE NO. 811-4932
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A
                                   ---------
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933            (X)
                          Pre-Effective Amendment No.            ( )
                        Post-Effective Amendment No. 19          (X)
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940        (X)
                                Amendment No. 19                 (X)
                                   ---------
                             JOHN HANCOCK WORLD FUND
               (Exact Name of Registrant as Specified in Charter)
                             101 Huntington Avenue
                        Boston, Massachusetts 02199-7603
              (Address of Principal Executive Offices) (Zip Code)
                 Registrant's Telephone Number, (617) 375-1700
                                   ---------
                                THOMAS H. DROHAN
                          Vice President and Secretary
                          John Hancock Advisers, Inc.
                             101 Huntington Avenue
                          Boston, Massachusetts 02199
                    (Name and Address of Agent for Service)
                                   ---------

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
( ) on (date) pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
(X) on August 30, 1996 pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,  Registrant has
registered an indefinite  number of securities under the Securities Act of 1933.
A Rule 24f-2 Notice for the  Registrant's  most recent  fiscal year was filed on
October 20, 1995.

<PAGE>

<TABLE>
<CAPTION>

Item Number Form N-1A,                                                          Statement of Additional 
      Part A                          Prospectus Caption                          Information Caption
      ------                          ------------------                          -------------------  
       <S>                                   <C>                                          <C>
        1                     Front Cover Page                                             *
        2                     Overview; Investor Expenses;                                 *

        3                     Financial Highlights                                         *

        4                     Overview; Goal and Strategy; Portfolio                       *
                              Securities; Risk Factors; Business
                              Structure; More About Risk

        5                     Overview; Business Structure;                                *
                              Manager/Subadviser; Investor Expenses

        6                     Choosing a Share Class; Buying Shares;                       *
                              Selling Shares; Transaction Policies;
                              Dividends and Account Policies;
                              Additional Investor Services

        7                     Choosing a Share Class; How Sales Charges                    *
                              are Calculated; Sales Charge Deductions
                              and Waivers; Opening an Account; Buying
                              Shares; Transaction Policies; Additional
                              Investor Services

        8                     Selling Shares; Transaction Policies;                        *
                              Dividends and Account Policies

        9                     Not Applicable                                               *

       10                                        *                         Front Cover Page

       11                                        *                         Table of Contents

       12                                        *                         Organization of the Fund

       13                                        *                         Investment Objectives and Policies;
                                                                           Certain Investment Practices;
                                                                           Investment Restrictions

       14                                        *                         Those Responsible for Management

       15                                        *                         Those Responsible for Management

       16                                        *                         Investment Advisory; Subadvisory
                                                                           and Other Services; Distribution
                                                                           Contract; Transfer Agent Services;
                                                                           Custody of Portfolio; Independent
                                                                           Auditors

       17                                        *                         Brokerage Allocation

       18                                        *                         Description of Fund's Shares

       19                                        *                         Net Asset Value; Additional
                                                                           Services and Programs

       20                                        *                         Tax Status

       21                                        *                         Distribution Contract

       22                                        *                         Calculation of Performance

       23                                        *                         Financial Statements

</TABLE>
<PAGE>


                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

                                   JOHN HANCOCK

                                   INTERNATIONAL/
                                   GLOBAL FUNDS

                                   [John Hancock's graphic logo. A circle,
                                    diamond, triangle and a cube.]

- --------------------------------------------------------------------------------
PROSPECTUS
AUGUST 30, 1996

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

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

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



GROWTH

GLOBAL FUND

GLOBAL MARKETPLACE FUND

GLOBAL RX FUND

GLOBAL TECHNOLOGY FUND

INTERNATIONAL FUND

PACIFIC BASIN EQUITIES FUND

INCOME

SHORT-TERM STRATEGIC INCOME FUND

WORLD BOND FUND



[John Hancock's graphic logo. A circle, diamond, triangle and a cube.]
101 Huntington Avenue, Boston, Massachusetts 02199-7603


<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96


CONTENTS

- ------------------------------------------------------------------------
A fund-by-fund look        (A GRAPHIC IMAGE OF A CIRCLE) GROWTH
at goals, strategies,     
risks, expenses and        GLOBAL FUND                                4
financial history.        
                           GLOBAL MARKETPLACE FUND                    6  
                          
                           GLOBAL RX FUND                             8
                          
                           GLOBAL TECHNOLOGY FUND                    10
                          
                           INTERNATIONAL FUND                        12
                          
                           PACIFIC BASIN EQUITIES FUND               14
                           
                           (A GRAPHIC IMAGE OF A CUBE) INCOME
                          
                           SHORT-TERM STRATEGIC INCOME FUND          16
                          
                           WORLD BOND FUND                           18
                          
                          
Policies and               Your account
instructions for          
opening, maintaining       Choosing a share class                    20
and closing an            
account in any             How sales charges are calculated          20
international/global      
fund.                      Sales charge reductions and waivers       21
                          
                           Opening an account                        22
                          
                           Buying shares                             23
                          
                           Selling shares                            24
                          
                           Transaction policies                      26
                          
                           Dividends and account policies            26
                          
                           Additional investor services              27
                          
                          
Details that apply to      FUND DETAILS 
the international/        
global funds as a group    Business structure                        28
                          
                           Sales compensation                        29
                          
                           More about risk                           31
                          
                          
                           FOR MORE INFORMATION              BACK COVER
                          
                          

<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

OVERVIEW

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

FUND INFORMATION KEY

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

[A graphic image of a bullseye with an arrow in the middle of it.] GOAL AND
STRATEGY The fund's particular investment goals and the strategies it intends to
use in pursuing those goals.

[A graphic image of a black folder that contains a couple sheets of paper.]
PORTFOLIO SECURITIES The primary types of securities in which the fund invests.
Secondary investments are described in "More about risk" at the end of the
prospectus.

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] RISK FACTORS The major risk factors associated with the fund.

[A graphic image of a generic person.] PORTFOLIO MANAGEMENT The individual or
group (including subadvisers, if any) designated by the investment adviser to
handle the fund's day-to-day management.

[A graphic image of a percent symbol.] EXPENSES The overall costs borne by an
investor in the fund, including sales charges and annual expenses.

[A graphic image of a dollar sign.] FINANCIAL HIGHLIGHTS A table showing the
fund's financial performance for up to ten years, by share class. A bar chart
showing total return allows you to compare the fund's historical risk level to
those of other funds.

GOAL OF THE INTERNATIONAL/GLOBAL FUNDS

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

WHO MAY WANT TO INVEST

These funds may be appropriate for investors who:

- -    are seeking to diversify a portfolio of domestic investments

- -    are seeking access to markets that can be less accessible to individual

     investors

- -    are seeking funds for the growth or income portion of an asset allocation

     portfolio

- -    are investing for goals that are many years in the future (growth funds)

International/global funds may NOT be appropriate if you:

- -    are investing with a shorter time horizon in mind

- -    are uncomfortable with an investment whose value may fluctuate

     substantially

- -    want to limit your exposure to foreign securities

THE MANAGEMENT FIRM

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


<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

GLOBAL FUND


REGISTRANT NAME: FREEDOM INVESTMENT TRUST II  TICKER SYMBOL CLASS A: JHGAX   
                 CLASS B: FGLOX

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

GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.]
The fund seeks long-term growth of capital. To pursue this goal, the fund 
invests primarily in common stocks of foreign and U.S. companies. The fund
maintains a diversified portfolio of company and government securities from
around the world. Under normal circumstances, the fund expects to invest in the
securities markets of at least three countries at any given time, including the
U.S. 

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

PORTFOLIO SECURITIES

[A graphic image of a black folder that contains a couple sheets of paper.]
Under normal circumstances, the fund invests at least 65% of assets in common
stocks and convertible securities, but may invest in virtually any type of
security, foreign or domestic, including preferred and convertible securities,
warrants and investment-grade debt securities. Not counting short-term
securities, the fund generally expects that no more than 5% of assets will be
invested in debt securities.

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

RISK FACTORS

[A grpahic image of a line chart with a single line that depicts some peaks and
valleys.]  As with any growth fund, the value of your investment will fluctuate.

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

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

MANAGEMENT/SUBADVISER

[A graphic image of a generic person.] John L.F. Wills and David S. Beckwith are
leaders of the fund's portfolio management team. Mr. Wills is a vice president
of the adviser and managing director of the subadviser, John Hancock Advisers
International. He joined John Hancock Funds in 1987. Mr. Beckwith joined John
Hancock in 1985 and is a vice president of the adviser.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                        CLASS A         CLASS B 
<S>                                                      <C>             <C>
Maximum sales charge imposed on purchases 
(as a percentage of offering price)                      5.00%           none 

Maximum sales charge imposed on 
reinvested dividends                                     none            none 

Maximum deferred sales charge                            none(1)         5.00% 

Redemption fee(2)                                        none            none 

Exchange fee                                             none            none 
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) 
<S>                                                      <C>             <C>

Management fee                                           0.96%           0.96% 

12b-1 fee(3)                                             0.30%           1.00% 

Other expenses                                           0.61%           0.61% 

Total fund operating expenses                            1.87%           2.57%
</TABLE>

<TABLE>

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

<CAPTION>

SHARE CLASS                        YEAR 1   YEAR 3   YEAR 5   YEAR 10

  <S>                               <C>      <C>      <C>      <C> 
  Class A shares                    $ 68     $106     $146     $258

  Class B shares
        Assuming redemption
        at end of period            $ 76     $110     $157     $273

        Assuming no redemption      $ 26     $ 80     $137     $273


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

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

(2)  Does not include wire redemption fee (currently $4.00).

(3)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

</TABLE>

4  GROWTH - GLOBAL FUND


<PAGE>

                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
- --------------------------------------------------------------------------------
<TABLE>

FINANCIAL HIGHLIGHTS

[A GRAPHIC IMAGE OF A DOLLAR SIGN.] The figures below have been audited by the
fund's independent auditors, Price Waterhouse LLP.

VOLATILITY, AS INDICATED BY CLASS B
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)          [BAR GRAPH]

<CAPTION>
================================================================================================================
CLASS A - YEAR ENDED OCTOBER 31,                                1992(1)      1993         1994         1995
================================================================================================================
<S>                                                           <C>          <C>         <C>           <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                          $ 11.31      $ 10.55     $  14.30      $ 14.16
Net investment income(loss)                                     (0.04)(2)    (0.10)(2)    (0.07)(2)    (0.03)(2)
Net realized and unrealized gain(loss) on investments and
foreign currency transactions                                   (0.72)        3.85         1.24        (0.13)
Total from investment operations                                (0.76)        3.75         1.17        (0.16)
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                           --           --        (1.31)       (1.33)
Net asset value, end of period                                $ 10.55      $ 14.30     $  14.16      $ 12.67
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)                (6.72)(4)    35.55         8.64        (0.37)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period(000s omitted)($)                     76,980       90,787      100,973       93,597
Ratio of expenses to average net assets(%)                       2.47 (5)     2.12         1.98         1.87
Ratio of net investment income(loss) to average net assets(%)   (0.60)(5)    (0.86)       (0.54)       (0.23)
Portfolio turnover rate(%)                                         69          108           61           60
Average brokerage commission rate(6)($)                           N/A          N/A          N/A          N/A

</TABLE>

<TABLE>
<CAPTION>
=================================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                  1987(7)   1987(8)       1988     1989      1990        1991
=================================================================================================================================
<S>                                                             <C>         <C>        <C>       <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                            $  9.60     $13.00     $ 10.42   $ 10.67   $ 13.58    $  9.94
Net investment income (loss)                                       0.08      (0.05)       0.01     (0.10)    (0.02)     (0.01)(2)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                      3.32      (2.08)       0.69      3.25     (1.12)      1.35
Total from investment operations                                   3.40      (2.13)       0.70      3.15     (1.14)      1.34
Less distributions:
  Distributions from net investment income                           --      (0.12)         --     (0.01)       --         --
  Distributions from net realized gain on investments sold and
  foreign currency transactions                                      --      (0.33)      (0.45)    (0.23)    (2.50)     (0.36)
  Total distributions                                                --      (0.45)      (0.45)    (0.24)    (2.50)     (0.36)
Net asset value, end of period                                  $ 13.00     $10.42     $ 10.67   $ 13.58   $  9.94    $ 10.92
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                 35.42(4)  (16.97)(4)    7.05     30.22    (10.42)     14.04
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) ($)                     62,264     50,883      34,380    35,596    33,281     28,686
Ratio of expenses to average net assets (%)                        2.38(5)    2.56(5)     2.55      2.30      2.46       2.60
Ratio of net investment income (loss) to average net assets (%)    0.99(5)   (0.78)(5)    0.09     (0.47)    (0.59)     (0.12)
Portfolio turnover rate (%)                                          91         81         142       138        58        106
Average brokerage commission rate(6) ($)                            N/A        N/A         N/A       N/A       N/A        N/A


</TABLE>
<TABLE>
<CAPTION>
================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                   1992        1993       1994         1995
================================================================================================================
<S>                                                              <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                             $ 10.92     $ 10.50     $ 14.17     $ 13.93
Net investment income (loss)                                       (0.12)(2)   (0.15)(2)   (0.15)(2)   (0.11)(2)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                      (0.30)       3.82        1.22       (0.13)
Total from investment operations                                   (0.42)       3.67        1.07       (0.24)
Less distributions:
  Distributions from net investment income                            --          --         --           --
  Distributions from net realized gain on investments sold and
  foreign currency transactions                                       --          --      (1.31)       (1.33)
  Total distributions                                                 --          --      (1.31)       (1.33)
Net asset value, end of period                                   $ 10.50     $ 14.17     $13.93      $ 12.36
Total investment return at net asset value(3) (%)                  (3.85)      34.95       7.97        (1.01)
RATIOS AND SUPPLEMENTAL DATA 
Net assets, end of period (000s omitted) ($)                      11,475      19,340     31,822       24,570
Ratio of expenses to average net assets (%)                         2.68        2.49       2.59         2.57
Ratio of net investment income (loss) to average net assets (%)    (1.03)      (1.25)     (1.12)       (0.89)
Portfolio turnover rate (%)                                           69         108         61           60
Average brokerage commission rate(6) ($)                             N/A         N/A        N/A          N/A


(1)  Class A shares commenced operations on January 3, 1992.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  Annualized.
(6)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.
(7)  For the period September 2, 1986 (commencement of operations) to May 31,
     1987.
(8)  For the period June 1, 1987 to October 31, 1987.

</TABLE>

                                                        GROWTH - GLOBAL FUND  5


<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

GLOBAL MARKETPLACE FUND


REGISTRANT NAME: JOHN HANCOCK WORLD FUND    TICKER SYMBOL CLASS A: JHGMX     
                 CLASS B: N/A

- --------------------------------------------------------------------------------
GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund
seeks long-term capital appreciation. To pursue this goal, the fund invests
primarily in foreign and U.S. equity securities of companies that merchandise
goods and services to consumers. The fund seeks companies of any size that
appear to possess a unique competitive advantage, such as a unique product or
distribution method, new technologies or innovative marketing or sales methods.
Under normal circumstances, the fund invests at least 65% of assets in the
securities of retail companies, and expects to invest in the securities markets
of at least three countries at any given time, including the U.S.

PORTFOLIO SECURITIES

[A graphic  image of a line chart with a single line that depicts some peaks and
valleys.]  The fund invests  primarily in the common  stocks of U.S. and foreign
companies.  It also may invest in  warrants,  preferred  stocks and  convertible
securities.

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

RISK FACTORS

[A graphic image of a black folder that contains a couple sheets of paper.] As
with any growth fund, the value of your investment will fluctuate. Because the
fund concentrates on a single sector (retailing), its performance may be
disproportionately affected by a few key factors, such as economic conditions
and consumer confidence levels.

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

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

PORTFOLIO MANAGEMENT

[A graphic image of a generic person.] Bernice S. Behar, leader of the fund's
portfolio management team since March 1994, is a senior vice president of the
adviser. She joined the adviser in 1991 and has been in the investment business
since 1986.

INVESTOR EXPENSES

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below are based on Class A expenses
for the past year, adjusted to reflect any changes. There were no Class B shares
issued or outstanding during the last fiscal year. Future expenses may be
greater or less.

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

ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
Management fee (after expense limitation)(3)      0.00%          0.00%
12b-1 fee(4)                                      0.30%          1.00%
Other expenses (after expense limitation(3)       1.20%          1.20%
Total fund operating expenses
(after expense limitation)(3)                     1.50%          2.20%

<TABLE>

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

<CAPTION>
  SHARE CLASS                    YEAR 1     YEAR 3    YEAR 5    YEAR 10
  <S>                              <C>       <C>      <C>        <C>
  Class A shares                   $65       $95      $128       $220
  Class B shares
        Assuming redemption
        at end of period           $72       $99      $138       $236
        Assuming no redemption     $22       $69      $118       $236


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

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

(2)  Does not include wire redemption fee (currently $4.00).

(3)  Reflects the investment adviser's temporary agreement to limit expenses
     (except for 12b-1 and transfer agent expenses). Without this limitation,
     management fees would be 0.80% for each class, other expenses would be
     7.92% for each class and total fund operating expenses would be 9.02% for
     Class A and 9.72% for Class B.

(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

</TABLE>

6  GROWTH - GLOBAL MARKETPLACE FUND


<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>

[A GRAPHIC IMAGE OF A DOLLAR SIGN.] The figures below have been audited 
by the fund's independent auditors, 
Price Waterhouse LLP.

VOLATILITY, AS INDICATED BY CLASS A
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)               [BAR GRAPH]
<CAPTION>

==============================================================================================
CLASS A - YEAR ENDED AUGUST 31,                                     1995(1)        1996(2)
==============================================================================================
<S>                                                                  <C>           <C>   
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                $ 8.50        $ 11.49
Net investment income (loss)                                          0.01(3)       (0.05)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                         3.01           2.10
Total from investment operations                                      3.02           2.05
Less distributions:
  Dividends from net investment income                               (0.01)            --
  Distributions in excess of net investment income                   (0.02)            --
  Total distributions                                                (0.03)            --
Net asset value, end of period                                      $11.49        $ 13.54
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4)(%)                     35.61(5)       17.84(5)
Total adjusted investment return at net asset value(4,6)(%)          28.69(5)       11.37(5)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                            712          1,022
Ratio of expenses to average net assets(%)                            1.50(7)        1.50(7)
Ratio of adjusted expenses to average net assets(8)(%)                9.00(7)       14.48(7)
Ratio of net investment income (loss) to average net assets(%)        0.06(7)       (0.88)(7) 
Ratio of adjusted net investment income (loss) to average
net assets(8)(%)                                                     (7.44)(7)     (13.86)(7)
Portfolio turnover rate (%)                                             63             86
Fee reduction per share ($)                                           0.65(3)        0.74(3)
Average brokerage commission rate(9)($)                                N/A           0.00(10

==============================================================================================
CLASS B - YEAR ENDED AUGUST 31,                                                      1996(11)
==============================================================================================
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                              $ 11.95
Net investment income (loss)                                                        (0.02)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                        1.60
Total from investment operations                                                     1.58
Net asset value, end of period                                                    $ 13.53
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4)(%)                                    13.22(5)
Total adjusted investment return at net asset value(4,6)(%)                         11.94(5)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                                       $   218
Ratio of expenses to average net assets(%)                                           2.20(7)
Ratio of adjusted expenses to average net assets(8)(%)                              15.18(7)
Ratio of net investment income (loss) to average net assets(%)                      (1.18)(7)
Ratio of adjusted net investment income (loss) to average net assets(8)(%)         (14.16)(7)
Portfolio turnover rate(%)                                                             86
Fee reduction per share ($)                                                          0.74(3)
Average brokerage commission rate(9)($)                                              0.00(10)


(1)  Class A shares commenced operations September 29, 1994.
(2)  Six months ended February 29, 1996. (Unaudited.)
(3)  Based on the average of the shares outstanding at the end of each month.
(4)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(5)  Not annualized.
(6)  An estimated total return calculation which does not take into
     consideration fee reductions by the adviser during the periods shown.
(7)  Annualized.
(8)  Unreimbursed, without fee reduction.
(9)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later. 
(10) Less than one cent per share.
(11) For the period January 22, 1996 (commencement of operations) to February 
     29, 1996. (Unaudited.)

</TABLE>

                                            GROWTH - GLOBAL MARKETPLACE FUND  7


<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

GLOBAL RX FUND
REGISTRANT NAME: JOHN HANCOCK WORLD FUND     TICKER SYMBOL CLASS A: JHGRX 
                 CLASS B: JHRBX
- --------------------------------------------------------------------------------
GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.]
The fund seeks long-term growth of capital. To pursue this goal, the fund
invests primarily in equity securities of foreign and U.S. health care
companies. The fund defines health care companies as those deriving at least
half of their gross revenues, or committing at least half of their gross assets,
to health care-related activities. Under normal circumstances, the fund will
invest at least 65% of assets in these companies, including small- and
medium-sized companies. The fund expects to invest in the securities markets of
at least three countries at any given time, including the U.S.

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

PORTFOLIO SECURITIES

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in foreign and domestic common stocks, and may invest in
warrants, preferred stocks and convertible debt securities.

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


RISK FACTORS 

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate.
Because the fund concentrates on a single sector (health care), and because the
sector has historically been volatile, investors should expect above-average
volatility.

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

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

PORTFOLIO MANAGEMENT 

[A graphic image of a generic person.] Linda I. Miller, leader of the fund's
portfolio management team since November 1995, is a vice president of the
adviser. She joined John Hancock Funds in 1995 and has worked in the investment
business with a focus on the health care industry since 1985.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

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

ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
Management fee                                    0.80%               0.80%
12b-1 fee(3)                                      0.30%               1.00%
Other expenses                                    1.50%               1.50%
Total fund operating expenses                     2.60%               3.30%

<TABLE>

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

<CAPTION>
  SHARE CLASS                    YEAR 1   YEAR 3    YEAR 5    YEAR 10
  <S>                              <C>     <C>       <C>       <C> 
  Class A shares                   $75     $127      $181      $329
  Class B shares
        Assuming redemption
        at end of period           $83     $132      $192      $344     
        Assuming no redemption     $33     $102      $172      $344

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

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

(2)  Does not include wire redemption fee (currently $4.00).

(3)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

</TABLE>

8  GROWTH - GLOBAL RX FUND



<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>

[A GRAPHIC IMAGE OF A DOLLAR SIGN.] The figures below have been audited
by the fund's independent auditors, 
Price Waterhouse LLP.


VOLATILITY, AS INDICATED BY CLASS A
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)               [BAR GRAPH]

<CAPTION>
====================================================================================================================================
CLASS A - YEAR ENDED AUGUST 31,                                          1992(1)      1993      1994      1995       1996(2)
====================================================================================================================================
<S>                                                                     <C>        <C>        <C>        <C>         <C>    
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                    $ 10.00    $ 13.34    $ 13.38    $ 16.51     $ 21.61
Net investment income (loss)                                              (0.03)     (0.23)     (0.32)     (0.36)(3)   (0.12)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                              3.37       0.27       3.45       5.46        4.89
Total from investment operations                                           3.34       0.04       3.13       5.10        4.77
Less distributions:
  Distributions from net realized gain on investments sold and
  foreign currency transactions                                              --         --         --         --       (0.14)
Net asset value, end of period                                          $ 13.34    $ 13.38    $ 16.51    $ 21.61     $ 26.24
Total investment return at net asset value(4)(%)                          33.40(5)    0.30      23.39      30.89       22.16(5)
Total adjusted investment return at net asset value (4,6)(%)              32.11(5)    0.04         --         --          --
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                              14,702     15,647     18,643     24,394      34,719
Ratio of expenses to average net assets(%)                                 1.98(7)    2.50       2.55       2.56        2.14(7)
Ratio of adjusted expenses to average net assets(8)(%)                     3.39(7)    2.76         --         --          --
Ratio of net investment income (loss) to average net assets(%)            (0.51)(7)  (1.67)     (2.01)     (1.99)      (1.08)(7)
Ratio of adjusted net investment income (loss) to average
net assets(8)(%)                                                          (1.92)(7)  (1.93)        --         --          --
Portfolio turnover rate (%)                                                  48         93         52         38          12
Fee reduction per share ($)                                               0.085      0.035         --         --          --
Average brokerage commission rate(9) ($)                                    N/A        N/A        N/A        N/A        0.00(10)
</TABLE>

<TABLE>
<CAPTION>
====================================================================================================================================
CLASS B - YEAR ENDED AUGUST 31,                                                 1994(1)         1995      1996(2)
====================================================================================================================================
<S>                                                                             <C>            <C>        <C>    
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                            $17.29         $16.46     $ 21.35
Net investment income (loss)                                                     (0.17)(3)      (0.55)(3)   (0.19)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                    (0.66)          5.44        4.81
Total from investment operations                                                 (0.83)          4.89        4.62
Less distributions:
  Distributions from net realized gain on investments sold and
  foreign currency transactions                                                     --             --       (0.14)
Net asset value, end of period                                                  $16.46         $21.35     $ 25.83
Total investment return at net asset value(4)(%)                                 (4.80)(5)      29.71       21.73(5)
RATIOS AND SUPPLEMENTAL DATA 
Net assets, end of period (000s omitted)($)                                      1,071          6,333      22,185
Ratio of expenses to average net assets(%)                                        3.34(7)        3.45        2.79(7)
Ratio of net investment income (loss) to average net assets(%)                   (2.65)(7)      (2.91)      (1.65)(7) 
Portfolio turnover rate(%)                                                          52             38          12
Average brokerage commission rate(9)($)                                            N/A            N/A        0.00(10)



(1)  Class A and Class B shares commenced operations on October 1, 1991 and
     March 7, 1994, respectively.

(2)  Six months ended February 29, 1996. (Unaudited.)

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

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

(5)  Not annualized.

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

(7)  Annualized.

(8)  Unreimbursed, without fee reduction.

(9)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.

(10) Less than one cent per share.
</TABLE>

                                                     GROWTH - GLOBAL RX FUND  9


<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

GLOBAL TECHNOLOGY FUND

<TABLE>
<S>                                                       <C>
REGISTRANT NAME: JOHN HANCOCK TECHNOLOGY SERIES, INC. 
                                                          TICKER SYMBOL CLASS A: NTTFX   CLASS B: FGTBX
- -------------------------------------------------------------------------------------------------------
</TABLE>

GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund
seeks long-term growth of capital. To pursue this goal, the fund invests
primarily in equity securities of foreign and U.S. companies that rely
extensively on technology in their product development or operations. Under
normal circumstances, the fund will invest at least 65% of assets in these
companies, and expects to invest in the securities markets if at least three
countries at any given time, including the U.S. Income is a secondary goal.

PORTFOLIO SECURITIES 

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund invests primarily in foreign and domestic common stocks, and may invest in
warrants, preferred stocks and convertible debt securities. The fund may invest
up to 10% of assets in debt securities of any maturity which are rated as low as
CC/Ca and their unrated equivalents. Bonds rated BBB/Baa or lower are considered
junk bonds.

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

RISK FACTORS 

[A graphic image of a line chart with a single line that depicts some peaks and
valleys.] As with any growth fund, the value of your investment will fluctuate.
Because the fund concentrates on a single sector (technology), and because the
sector has historically been volatile, investors should expect above-average
volatility.

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

MANAGEMENT/SUBADVISER 

[A graphic image of a generic person.] Barry J. Gordon and Marc H. Klee are
responsible for the fund's day-to-day investment management, as they have been
since the fund's inception in 1983. They are principals of American Fund
Advisors, Inc., which was its adviser until 1991. Since 1991, American Fund
Advisors has been the fund's subadviser.

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

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

ANNUAL FUND OPERATING EXPENSES 
  (AS A % OF AVERAGE NET ASSETS)
Management fee (net of reduction)(3)                 0.82%       0.82%
12b-1 fee(4)                                         0.30%       1.00%
Other expenses                                       0.55%       0.55%
Total fund operating expenses (net of reduction)(3)  1.67%       2.37%

<TABLE>

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

<CAPTION>
  
  SHARE CLASS                      YEAR 1   YEAR 3    YEAR 5    YEAR 10
  <S>                               <C>      <C>       <C>       <C> 
  Class A shares                    $66      $100      $136      $238
  Class B shares
        Assuming redemption
        at end of period            $74      $104      $147      $253
        Assuming no redemption      $24      $ 74      $127      $253


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

(1)  Except for investments of $1 million or more; see "How sales charges are
     calculated."
(2)  Does not include wire redemption fee (currently $4.00).
(3)  Without reduction, the management fee would be 0.93% for each share class,
     and total fund operating expenses would be 1.78% and 2.48% for Class A and
     Class B shares, respectively.
(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

</TABLE>

10  GROWTH - GLOBAL TECHNOLOGY FUND
    

<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
- --------------------------------------------------------------------------------

<TABLE>
FINANCIAL HIGHLIGHTS

[A GRAPHIC IMAGE OF A DOLLAR SIGN.] The figures below have
been audited by the fund's independent auditors, 
Price Waterhouse LLP.                                  

VOLATILITY, AS INDICATED BY CLASS A
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)                    [BAR GRAPH]

<CAPTION>

==================================================================================================================================
CLASS A - YEAR ENDED DECEMBER 31,                                 1986      1987      1988      1989      1990      1991    
==================================================================================================================================
<S>                                                             <C>       <C>        <C>       <C>       <C>       <C>      
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                            $ 13.57   $ 13.80    $ 13.98   $ 15.31   $ 16.93   $ 12.44  
Net investment income (loss)                                       0.14      0.15       0.15      0.10     (0.04)     0.05  
Net realized and unrealized gain 
  (loss) on investments and              
  foreign currency transactions                                    0.25      0.26       1.32      2.43     (3.09)     4.11  
Total from investment operations                                   0.39      0.41       1.47      2.53     (3.13)     4.16  
Less distributions:                                                
  Dividends from net investment income                            (0.16)    (0.23)     (0.14)    (0.13)       --     (0.04) 
  Distributions from net realized 
    gain on investments sold and    
    foreign currency transactions                                    --        --         --     (0.78)    (1.36)    (0.96) 
  Total Distributions                                             (0.16)    (0.23)     (0.14)    (0.91)    (1.36)    (1.00) 
Net asset value, end of period                                  $ 13.80   $ 13.98    $ 15.31   $ 16.93   $ 12.44   $ 15.60  
TOTAL INVESTMENT RETURN AT NET  
  ASSET VALUE(2)(%)                                                2.89      2.84      10.48     16.61    (18.46)    33.05  
Total adjusted investment return at 
  net asset value (2,3)(%)                                          --        --         --        --        --        --  
Ratios and supplemental data                                             
Net assets, end of period (000s omitted)($)                      56,927    44,224     38,594    40,341    28,864    31,580  
Ratio of expenses to average net assets(%)                         1.75      1.63       1.75      1.90      2.36      2.32  
Ratio of adjusted expenses to average 
  net assets(4)(%)                                                   --        --         --        --        --        --  
Ratio of net investment income (loss) to 
  average net assets(%)                                            0.77      0.75       0.89      0.60     (0.28)     0.34  
Ratio of adjusted net investment income 
  (loss) to average net assets(4)(%)                               0.77      0.75       0.89      0.60     (0.28)     0.34  
Portfolio turnover rate (%)                                           6         9         12        30        38        67  
Fee reduction per share ($)                                          --        --         --        --        --        --
Average brokerage commission rate(5) ($)                            N/A       N/A        N/A       N/A       N/A       N/A  
</TABLE>                                                             

<TABLE>

<CAPTION>                                                                                                              
==================================================================================================================================
CLASS A - YEAR ENDED DECEMBER 31,                                      1992      1993      1994           1995         
==================================================================================================================================
<S>                                                                   <C>       <C>       <C>           <C>            
PER SHARE OPERATING PERFORMANCE                                                                                        
Net asset value, beginning of period                                  $ 15.60   $ 14.94   $ 17.45(1)    $  17.84       
Net investment income (loss)                                            (0.15)    (0.21)    (0.22)(1)      (0.22)(1)   
Net realized and unrealized gain (loss) on investments and                                                             
foreign currency transactions                                            1.00      4.92      1.87           8.53       
Total from investment operations                                         0.85      4.71      1.65           8.31       
Less distributions:                                                                                                    
  Dividends from net investment income                                     --        --        --             --       
  Distributions from net realized gain on investments sold and                                                         
  foreign currency transactions                                         (1.51)    (2.20)    (1.26)         (1.64)      
  Total Distributions                                                   (1.51)    (2.20)    (1.26)         (1.64)      
Net asset value, end of period                                        $ 14.94   $ 17.45   $ 17.84       $  24.51       
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2)(%)                         5.70     32.06      9.62          46.53       
Total adjusted investment return at net asset value (4,6)(%)             5.53        --        --          46.41       
RATIOS AND SUPPLEMENTAL DATA                                                                                           
Net assets, end of period (000s omitted)($)                            32,094    41,749    52,193        155,001       
Ratio of expenses to average net assets(%)                               2.05      2.10      2.16           1.67        
Ratio of adjusted expenses to average net assets(4)(%)                   2.22        --        --           1.79        
Ratio of net investment income (loss) to average net assets(%)          (0.88)    (1.49)    (1.25)         (1.01)       
Ratio of adjusted net investment income (loss) to average                                                              
net assets(4)(%)                                                        (1.05)       --        --          (1.01)       
Portfolio turnover rate (%)                                                76        86        67             70        
Fee reduction per share ($)                                              0.03        --        --           0.02
Average brokerage commission rate(5) ($)                                  N/A       N/A       N/A            N/A        
</TABLE>                                                             



<TABLE>
<CAPTION>

==================================================================================================================================
CLASS B - YEAR ENDED DECEMBER 31,                                1994(6)        1995
==================================================================================================================================
<S>                                                              <C>            <C>    
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                             $ 17.24        $ 17.68
Net investment income (loss)                                       (0.35)(1)      (0.39)(1)
Net realized and unrealized gain (loss) on investments              2.05           8.43
Total from investment operations                                    1.70           8.04
Less distributions  
  Distributions from net realized gain on investments sold         (1.26)         (1.64)
Net asset value, end of period                                   $ 17.68        $ 24.08
TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2)(%)                   10.02          45.42
Total adjusted investment return at net asset value(2,3)              --          45.30
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                        9,324         35,754
Ratio of expenses to average net assets(%)                          2.90(7)        2.41
Ratio of adjusted expenses to average net assets(4)(%)                --           2.53
Ratio of net investment income (loss) to average net assets(%)     (1.98)(7)      (1.62)
Ratio of adjusted net investment income (loss) to
average net assets(4)(%)                                              --          (1.74)
Portfolio turnover rate                                               67             70
Fee reduction per share ($)                                           --           0.03
Average brokerage commission rate(5)($)                              N/A            N/A


(1)  Based on the average of the shares outstanding at the end of each month.
(2)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(3)  An estimated total return calculation which does not take into
     consideration fee reductions by the adviser during the periods shown.
(4)  Unreimbursed, without fee reduction.
(5)  Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.
(6)  Class B shares commenced operations on January 3, 1994.
(7)  Annualized.

</TABLE>

                                            GROWTH - GLOBAL TECHNOLOGY FUND  11

<PAGE>
                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

INTERNATIONAL FUND

<TABLE>
<S>                                               <C>
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II      TICKER SYMBOL CLASS A: FINAX  CLASS B: FINBX
- ----------------------------------------------------------------------------------------------
</TABLE>

GOAL AND STRATEGY 
[A graphic image of a bullseye with an arrow in the middle of it.]  The fund
seeks long-term growth of capital. To pursue this goal, the fund invests
primarily in equity securities of foreign companies. Under normal circumstances,
the fund will invest at least 65% of assets in these companies. The fund
maintains a diversified portfolio of company and government securities from
around the world, and generally expects that at any given time it will invest in
securities from at least three non-U.S. countries.

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

PORTFOLIO SECURITIES 
[A graphic image of a black folder that contains a couple sheets of paper.]
Under normal circumstances, the fund invests primarily in common stocks and
other equity securities, but may invest in virtually any type of security,
foreign or domestic, including preferred and convertible securities, warrants
and investment-grade debt securities.

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

RISK FACTORS 
[A graphic image of a line chart with a single line that depicts some peaks and
valleys.]  As with any growth fund, the value of your investment will 
fluctuate.

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

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

MANAGEMENT/SUBADVISER [A graphic image of a generic person.] John L.F. Wills and
David S. Beckwith are leaders of the fund's portfolio management team. Mr. Wills
is a vice president of the adviser and managing director of the subadviser, John
Hancock Advisers International. He joined John Hancock Funds in 1987. Mr.
Beckwith joined John Hancock in 1985 and is a vice president of the adviser.


- --------------------------------------------------------------------------------
INVESTOR EXPENSES 
<TABLE>
[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

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

<CAPTION>
===============================================================================
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
===============================================================================
<S>                                                <C>                   <C>  
Management fee (after expense limitation)(3)       0.00%                 0.00%
12b-1 fee(4)                                       0.30%                 1.00%
Other expenses (after expense limitation)(3)       1.42%                 1.42%
Total fund operating expenses(3)                   1.72%                 2.42%

</TABLE>


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

<CAPTION>
===============================================================================
SHARE CLASS                   YEAR 1      YEAR 3      YEAR 5     YEAR 10 
===============================================================================

<S>                            <C>         <C>         <C>        <C> 
Class A shares                 $67         $101        $139       $243
- -------------------------------------------------------------------------------
Class B shares
- -------------------------------------------------------------------------------
  Assuming redemption 
  at end of period             $75         $105        $149       $258
- -------------------------------------------------------------------------------
  Assuming no redemption       $25         $ 75        $129       $258

- ----------

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

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

(2)  Does not include wire redemption fee (currently $4.00).

(3)  Reflects the investment adviser's temporary agreement to limit expenses
     (except for 12b-1 and transfer agent expenses). Without this limitation,
     management fees would be 1.00% for each class, other expenses would be
     3.58% for each class and total fund operating expenses would be 4.88% for
     Class A and 5.58% for Class B.

(4)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

</TABLE>


12  GROWTH - INTERNATIONAL FUND

<PAGE>
                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96


FINANCIAL HIGHLIGHTS

<TABLE>
[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Price Waterhouse LLP.

VOLATILITY, AS INDICATED BY CLASS A
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)        [BAR GRAPH]

<CAPTION>
================================================================================================
CLASS A - YEAR ENDED OCTOBER 31,                                          1994(1)         1995
================================================================================================
<S>                                                                     <C>             <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                    $ 8.50          $ 8.65
Net investment income (loss)                                              0.07(2)         0.04
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                             0.08           (0.47)
Total from investment operations                                          0.15           (0.43)
Less distributions:
   Dividends from net investment income                                     --           (0.03)
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                   --           (0.05)
   Total distributions                                                      --           (0.08)
Net asset value, end of period                                          $ 8.65          $ 8.14

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                         1.77 (4)       (4.96)
Total adjusted investment return at net asset value(3,5) (%)             (0.52)(4)       (8.12)

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) ($)                             4,426           4,215
Ratio of expenses to average net assets (%)                               1.50(6)         1.64
Ratio of adjusted expenses to average net assets(7) (%)                   3.79(6)         4.80
Ratio of net investment income (loss) to average net assets (%)           1.02(6)         0.56
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                        (1.27)(6)       (2.60)
Portfolio turnover rate (%)                                                 50              69
Fee reduction per share ($)                                               0.16(2)         0.25(2)
Average brokerage commission rate(8) ($)                                   N/A             N/A

<CAPTION>
================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                          1994(1)         1995
================================================================================================
<S>                                                                     <C>             <C>  
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                                    $ 8.50          $ 8.61
Net investment income (loss)                                              0.02(2)        (0.03)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                             0.09           (0.48)
Total from investment operations                                          0.11           (0.51)
Less distributions:
   Distributions from net realized gain on investments
   sold and foreign currency transactions                                   --           (0.05)
Net asset value, end of period                                          $ 8.61          $ 8.05

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)                         1.29(4)        (5.89)
Total adjusted investment return at net asset value(3,5) (%)             (1.00)(4)       (9.05)

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) ($)                             3,948           3,990
Ratio of expenses to average net assets (%)                               2.22(6)         2.52
Ratio of adjusted expenses to average net assets(7) (%)                   4.51(6)         5.68
Ratio of net investment income (loss) to average net assets (%)           0.31(6)        (0.37)
Ratio of adjusted net investment income (loss) to average
net assets(7) (%)                                                        (1.98)(6)       (3.53)
Portfolio turnover rate (%)                                                 50              69
Fee reduction per share ($)                                               0.16(2)         0.25(2)
Average brokerage commission rate(8) ($)                                   N/A             N/A

- ----------
(1)  Class A and Class B shares commenced operations on January 3, 1994.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales charges.
(4)  Not annualized.
(5)  An estimated total return calculation which does not take into consideration fee 
     reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Unreimbursed, without fee reduction.
(8)  Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
</TABLE>

                                                GROWTH - INTERNATIONAL FUND  13
<PAGE>
                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

PACIFIC BASIN EQUITIES FUND

<TABLE>
<S>                                           <C>
REGISTRANT NAME: JOHN HANCOCK WORLD FUND      TICKER SYMBOL CLASS A: JHWPX  CLASS B: FPBBX
- ------------------------------------------------------------------------------------------
</TABLE>

GOAL AND STRATEGY
[A graphic image of a bullseye with an arrow in the middle of it.]The fund seeks
long-term growth of capital.  To pursue this goal, the fund invests primarily in
a diversified portfolio of equity securities of issuers located in Pacific Basin
countries.

Under normal circumstances, the fund will invest at least 65% of assets in these
companies, with the balance invested in equities of Asian countries not in the
Pacific Basin and in investment-grade debt securities of U.S., Japanese,
Australian and New Zealand issuers.

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

PORTFOLIO SECURITIES
[A graphic image of a black folder that contains a couple sheets of paper.]
Under normal circumstances, the fund invests primarily in common stocks and
other equity securities, but may invest in virtually any type of security,
foreign or domestic, including preferred and convertible securities, warrants
and investment-grade debt securities.

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

RISK FACTORS
[A graphic image of a line chart with a single line that depicts some peaks and
valleys.]  As with any growth fund, the value of your investment will fluctuate.
Because the fund concentrates on one region, investors should expect
above-average volatility.

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

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

MANAGEMENT/SUBADVISERS
[A graphic image of a generic person.]  Day-to-day management of the fund is
carried out jointly by the adviser's international equities portfolio management
team and two subadvisers, Indosuez Asia Advisers Limited and John Hancock
Advisers International Limited. Indosuez is wholly owned by Credit Agricole.

- --------------------------------------------------------------------------------
<TABLE>
INVESTOR EXPENSES
[A graphic image of a percent symbol.]  Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

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

<CAPTION>
===============================================================================
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
===============================================================================
<S>                                                <C>                   <C>  
Management fee                                     0.80%                 0.80%
12b-1 fee(3)                                       0.30%                 1.00%
Other expenses                                     0.97%                 0.97%
Total fund operating expenses                      2.07%                 2.77%
</TABLE>

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

<CAPTION>
===============================================================================
SHARE CLASS                   YEAR 1      YEAR 3      YEAR 5     YEAR 10 
===============================================================================
<S>                            <C>         <C>         <C>        <C> 
Class A shares                 $70         $112        $156       $278
Class B shares
  Assuming redemption 
  at end of period             $78         $116        $166       $293
  Assuming no redemption       $28         $ 86        $146       $293

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


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

(2)  Does not include wire redemption fee (currently $4.00).

(3)  Because of the 12b-1 fee, long-term shareholders may indirectly pay more
     than the equivalent of the maximum permitted front-end sales charge.

</TABLE>

14  GROWTH - PACIFIC BASIN EQUITIES FUND




<PAGE>
                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
FINANCIAL HIGHLIGHTS

<TABLE>
[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Price Waterhouse LLP.

VOLATILITY, AS INDICATED BY CLASS A
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)        [BAR GRAPH]

<CAPTION>
=====================================================================================================================
CLASS A - YEAR ENDED AUGUST 31,                                   1988(1)    1989      1990       1991       1992        
=====================================================================================================================
<S>                                                              <C>        <C>       <C>        <C>        <C>         
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                             $10.00     $ 9.61    $11.10     $10.34     $ 9.05       
Net investment income (loss)                                       0.01      (0.02)    (0.04)     (0.01)     (0.07)(3)   
Net realized and unrealized gain 
(loss) on investments and
foreign currency transactions                                     (0.37)      1.75      0.11      (0.33)     (0.11)      
Total from investment operations                                  (0.36)      1.73      0.07      (0.34)     (0.18)      
Less distributions:
  Dividends from net investment income                            (0.03)     (0.01)       --         --         --
  Distributions from net realized gain on 
  investments sold and foreign currency transactions                 --      (0.23)    (0.83)     (0.95)        --       
  Total distributions                                             (0.03)     (0.24)    (0.83)     (0.95)        --      
Net asset value, end of period                                   $ 9.61     $11.10    $10.34     $ 9.05     $ 8.87    

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(5)(%)                  (3.61)(6)  18.06     (0.44)     (2.15)     (1.99)   
Total adjusted investment return at net asset value(5,7)(%)       (8.05)(6)  15.12     (2.86)     (5.19)     (5.57)   

RATIOS AND SUPPLEMENTAL DATA           
Net assets, end of period (000s omitted)($)                       4,771      5,116     4,578      4,065      3,222    
Ratio of expenses to average net assets(%)                         1.75(8)    1.75      2.45       2.75       2.73    
Ratio of adjusted expenses to average net assets(9)(%)             6.19(8)    4.69      4.89(8)    5.79       6.31    
Ratio of net investment income (loss) to average net assets(%)     0.04(8)   (0.15)    (0.28)     (0.06)     (0.82)   
Ratio of adjusted net investment income (loss) to average
net assets(9)(%)                                                  (4.40)     (3.09)    (2.70)     (3.10)     (4.40)   
Portfolio turnover rate(%)                                          148        227       154        151        179    
Fee reduction per share ($)                                        1.15       0.39      0.31       0.24       0.31
Average brokerage commission rate(10)($)                            N/A        N/A       N/A        N/A        N/A


<CAPTION>
=====================================================================================================================
CLASS A - YEAR ENDED AUGUST 31,                                     1993        1994        1995         1996(2)
=====================================================================================================================
<S>                                                              <C>           <C>         <C>          <C>   
PER SHARE OPERATING PERFORMANCE                                   
Net asset value, beginning of period                             $  8.87       $13.27      $15.88       $14.11
Net investment income (loss)                                       (0.11)(3)    (0.10)(3)    0.02(3,4)   (0.02)(3)
Net realized and unrealized gain 
(loss) on investments and
foreign currency transactions                                       4.51         3.12       (1.24)        1.12
Total from investment operations                                    4.40         3.02       (1.22)        1.10
Less distributions:
  Dividends from net investment income                                --           --          --           --
  Distributions from net realized gain on 
  investments sold and foreign currency transactions                  --        (0.41)      (0.55)          --
  Total distributions                                                 --        (0.41)      (0.55)          --
Net asset value, end of period                                   $ 13.27       $15.88      $14.11       $15.21

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(5)(%)                   49.61        22.82       (7.65)        7.80(6)
Total adjusted investment return at net asset value(5,7)(%)        48.31           --          --           --

RATIOS AND SUPPLEMENTAL DATA           
Net assets, end of period (000s omitted)($)                       14,568       50,261      37,417       43,051
Ratio of expenses to average net assets(%)                          2.94         2.43        2.05         2.12(8)
Ratio of adjusted expenses to average net assets(9)(%)              4.24           --          --           --
Ratio of net investment income (loss) to average net assets(%)     (0.98)       (0.66)       0.13(4)     (0.30)(8)
Ratio of adjusted net investment income (loss) to average
net assets(9)(%)                                                   (2.28)          --          --           --
Portfolio turnover rate(%)                                           171           68          48           26                  
Fee reduction per share ($)                                         0.14           --          --           --
Average brokerage commission rate(10)($)                             N/A          N/A         N/A         0.01           


<CAPTION>
=====================================================================================================================
CLASS B - YEAR ENDED AUGUST 31,                                    1994(1)       1995      1996(2)
=====================================================================================================================
<S>                                                               <C>          <C>         <C>                                
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                              $15.11       $15.84      $13.96                             
Net investment income (loss)                                       (0.09)(3)    (0.09)(3)  (0.08)(3)                          
Net realized and unrealized gain (loss)
on investments and foreign currency 
transactions                                                        0.82         (1.24)     1.12
Total from investment operations                                    0.73         (1.33)     1.04
Less distributions:
      Distributions from net realized 
      gain on investments sold
      and foreign currency transactions                               --         (0.55)       --
Net asset value, end of period                                    $15.84        $13.96    $15.00

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(5)(%)                   (4.83)(6)     (8.38)     7.45(6)                           

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                        9,480        14,368    30,399
Ratio of expenses to average net assets(%)                         3 .00(8)       2.77      2.84(8)
Ratio of net investment income (loss) to
average net assets(%)                                              (1.40)(8)     (0.66)    (1.09)(8)
Portfolio turnover rate(%)                                            68            48        26
Average brokerage commission rate(10)($)                             N/A           N/A      0.01

- ----------

(1)  Class A and Class B shares commenced operations on September 8, 1987 and
     March 7, 1994, respectively.
(2)  Six months ended February 29, 1996. (Unaudited.)
(3)  Based on the average of the shares outstanding at the end of each month.
(4)  May not accord to amounts shown elsewhere in the financial statements due
     to the timing of sales and repurchases of fund shares in relation to
     fluctuating market values of the investments of the fund.
(5)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(6)  Not annualized.
(7)  An estimated total return calculation which does not take into
     consideration fee reductions by the adviser during the periods shown.
(8)  Annualized.
(9)  Unreimbursed, without fee reduction.
(10) Per portfolio share traded. Required for fiscal years that began September
     1, 1995 or later.
</TABLE>


                                        GROWTH - PACIFIC BASIN EQUITIES FUND  15


<PAGE>
                                 International/global FUNDS IN PROGRESS 6-18-96
<TABLE>

SHORT-TERM STRATEGIC INCOME FUND
<S>                                                <C>                            <C>
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II       TICKER SYMBOL CLASS A: JHSAX   CLASS B: FRSWX
- --------------------------------------------------------------------------------------------------
</TABLE>

GOAL AND STRATEGY 

[A graphic image of a bullseye with an arrow in the middle of it.] The fund     
seeks a high level of current income. To pursue this goal, the fund invests
primarily in debt securities issued or guaranteed by:

  -  foreign governments and corporations
  -  the U.S. Government, its agencies or instrumentalities
  -  U.S. corporations

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

PORTFOLIO SECURITIES
[A graphic image of a black folder that contains a couple sheets of paper.] The
fund may invest in all types of debt securities. The fund's U.S. Government
securities may include mortgage-backed securities. The fund may invest less than
35% of assets in securities rated as low as B and their unrated equivalents.

Bonds rated BBB/Baa or lower are considered junk bonds. However, the fund
maintains an average portfolio quality rating of A, which is an investment-grade
rating.

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

The fund also may invest in certain other investments, and may engage in other
investment practices.

RISK FACTORS

[A graphic image of a line chart with a single line that depicts some peaks and 
valleys.] The value of your investment in the fund will fluctuate with changes
in currency exchange rates as well as interest rates. Typically, a rise in
interest rates causes a decline in the market value of fixed income securities.

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

PORTFOLIO MANAGEMENT

[A graphic image of a generic person] Anthony A. Goodchild, Lawrence J. Daly and
Janet L. Clay lead the portfolio management team. Messrs. Goodchild and Daly are
senior vice presidents and joined John Hancock Funds in 1994, having been in the
investment business since 1968 and 1972, respectively. Ms. Clay, a second vice
president of the adviser, joined John Hancock Funds in 1995 and has been in the
investment business since 1990.

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

INVESTOR EXPENSES

<TABLE>
[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

<CAPTION>
==============================================================================
SHAREHOLDER TRANSACTION EXPENSES                   CLASS A       CLASS B
==============================================================================
<S>                                                  <C>            <C>
Maximum sales charge imposed on purchases 
(as a percentage of offering price)                  3.00%          none
Maximum sales charge imposed on 
reinvested dividends                                 none           none
Maximum deferred sales charge                        none(1)        3.00%
Redemption fee(2)                                    none           none
Exchange fee                                         none           none

<CAPTION>
==============================================================================
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
==============================================================================
<S>                                                  <C>            <C>  
Management fee                                       0.65%          0.65%
12b-1 fee(3)                                         0.30%          1.00%
Other expenses                                       0.42%          0.42%
Total fund operating expenses                        1.37%          2.07%

</TABLE>

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

<CAPTION>
==============================================================================
SHARE CLASS                   YEAR 1     YEAR 3         YEAR 5       YEAR 10
==============================================================================
<S>                             <C>        <C>            <C>          <C>
CLASS A SHARES                  $44        $72            $103         $190
CLASS B SHARES 
  Assuming redemption 
  at end of period              $51        $85            $111         $198 
  Assuming no redemption        $21        $65            $111         $198

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

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

</TABLE>

16 INCOME - SHORT-TERM STRATEGIC INCOME FUND



<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Price Waterhouse LLP.

<TABLE>
VOLATILITY, AS INDICATED BY CLASS B 
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)                [BAR GRAPH]
 
<CAPTION>
===========================================================================================================================
CLASS A - YEAR ENDED OCTOBER 31,                                            1992(1)      1993         1994          1995
===========================================================================================================================
<S>                                                                         <C>          <C>          <C>           <C>  
  PER SHARE OPERATING PERFORMANCE
  Net asset value, beginning of period                                      $9.86        $9.32        $9.12         $8.47
  Net investment income (loss)                                               0.65         0.83(2)      0.76(2)       0.77(2)
  Net realized and unrealized gain (loss) 
  on investments and foreign currency transactions                          (0.55)       (0.20)       (0.53)        (0.06)
  Total from investment operations                                           0.10         0.63         0.23          0.71
  Less distributions:
        Dividends from net investment income                                (0.64)       (0.83)       (0.62)        (0.61)
        Distributions in excess of net 
        investment income                                                      --           --        (0.04)           --   
        Distributions in excess of net realized 
        gain on investments sold                                               --           --        (0.12)           --  
        Distributions from capital paid-in                                     --           --        (0.10)        (0.16)
        Total distributions                                                 (0.64)       (0.83)       (0.88)        (0.77)
  Net asset value, end of period                                            $9.32        $9.12        $8.47         $8.41

  TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)                           1.16(4)      6.78         2.64          8.75

  RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period (000s omitted) ($)                             20,468       11,130       13,091        16,997
  Ratio of expenses to average net assets (%)                                1.37(4)      1.21         1.26          1.33
  Ratio of net investment income (loss) to average 
  net assets (%)                                                             8.09(4)      8.59         8.71          9.13
  Portfolio turnover rate (%)                                                  86          306          150           147
 
<CAPTION>
===========================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                                 1991(1)     1992         1993       1994          1995
===========================================================================================================================
<S>                                                           <C>        <C>          <C>            <C>          <C>
  PER SHARE OPERATING PERFORMANCE
  Net asset value, beginning of period                        $  10.00   $  10.01     $   9.31       $9.11        $8.46
  Net investment income (loss)                                    0.76       0.87         0.75(2)     0.70(2)      0.70(2)
  Net realized and unrealized gain (loss) on 
  investments and foreign currency transactions                   0.01      (0.80)       (0.20)      (0.53)       (0.06)
  Total from investment operations                                0.77       0.07         0.55        0.17         0.64
  Less distributions:
        Dividends from net investment income                     (0.76)     (0.77)       (0.75)      (0.56)       (0.56)
        Distributions in excess of net 
        investment income                                           --         --           --       (0.04)          --
        Distributions in excess of net realized 
        gain on investments sold                                    --         --           --       (0.12)          --
        Distributions from capital paid-in                          --         --           --       (0.10)       (0.14)
        Total distributions                                      (0.76)     (0.77)       (0.75)      (0.82)       (0.70)
  Net asset value, end of period                              $  10.01   $   9.31     $   9.11       $8.46        $8.40

  TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%)               8.85(4)    0.64         5.98        1.93         7.97
  Total adjusted investment return at net asset value(3,5)(%)     8.81(4)      --           --          --           --

  RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period (000s omitted) ($)                 218,562    236,059      142,873      98,390       84,601
  Ratio of adjusted expenses to average net assets(6) (%)         1.93(4)      --           --          --           --   
  Ratio of net investment income (loss) 
  Ratio of expenses to average net assets (%)                     1.89(4)    2.07         2.01        1.99         2.07
  to average net assets (%)                                       8.72(4)    8.69         7.81        8.00         8.40
  Ratio of adjusted net investment income (loss) 
  to average net assets(6) (%)                                    8.68         --           --          --           --  
  Portfolio turnover rate (%)                                       22         86          306         150          147
  Fee reduction per share ($)                                   0.0039         --           --          --           --
- ----------

(1)  Class A and Class B shares commenced operations on January 3, 1992 and
     December 28,1990, respectively.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Annualized.
(5)  An estimated totl return calculation which does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Unreimbursed, without fee reduction.
</TABLE>

                                   INCOME - SHORT-TERM STRATEGIC INCOME FUND  17


<PAGE>
                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

WORLD BOND FUND
<TABLE>
<S>                                                  <C>            <C>             <C>
REGISTRANT NAME: FREEDOM INVESTMENT TRUST II         TICKER SYMBOL  CLASS A: FGLAX  CLASS B: FGLIX
- ---------------------------------------------------------------------------------------------------
</TABLE>

GOAL AND STRATEGY

[A graphic image of a bullseye with an arrow in the middle of it.] The fund     
seeks a high total investment return--a combination of current income and
capital appreciation. To pursue this goal, the fund invests at least 65% of
assets in debt securities issued or guaranteed by:

- -    the U.S. Government, its agencies or instrumentalities
- -    foreign governments
- -    multinational organizations such as the World Bank
- -    foreign corporations and financial institutions

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

PORTFOLIO SECURITIES

[A graphic image of a black folder that contains a couple sheets of paper.] The
fund may invest in all types of debt securities, including bonds, debentures,
notes and preferred and convertible securities. Less than 35% of assets may be
invested in junk bonds, emerging market bonds and other lower-rated debt
securities.

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

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

RISK FACTORS
[A graphic of image of a line chart with a single line that depicts some peaks
and valleys.] As with most income funds, the value of your investment in the 
fund will fluctuate with changes in interest rates. Typically, a rise in 
interest rates causes a decline in the market value of fixed income securities.

International investing carries additional risks, including currency,
information, natural event and political risks. Junk bonds may carry high credit
and market risks. These risks are defined in "More about risk" starting on page
31. Please read "More about risk" carefully before investing. 


PORTFOLIO MANAGEMENT 

[A graphic image of a generic person] Anthony A. Goodchild, Lawrence J. Daly and
Janet L. Clay lead the portfolio management team. Messrs. Goodchild and Daly are
senior vice presidents and joined John Hancock Funds in 1994, having been in the
investment business since 1968 and 1972, respectively. Ms. Clay, a second vice
president of the adviser, joined John Hancock Funds in 1995 and has been in the
investment business since 1990.

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

INVESTOR EXPENSES
<TABLE>
[A graphic image of a percent symbol.] Fund investors pay various expenses,
either directly or indirectly. The figures below show the expenses for the past
year, adjusted to reflect any changes. Future expenses may be greater or less.

<CAPTION>
===============================================================================
 SHAREHOLDER TRANSACTION EXPENSES                   CLASS A            CLASS B
===============================================================================
<S>                                                 <C>                <C>
Maximum sales charge imposed on purchases 
(as a percentage of offering price)                 4.50%              none
Maximum sales charge imposed on 
reinvested dividends                                none               none
Maximum deferred sales charge                       none(1)            5.00%
Redemption fee(2)                                   none               none
Exchange fee                                        none               none

<CAPTION>
===============================================================================
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)
===============================================================================
<S>                                                 <C>                <C>  
Management fee                                      0.75%              0.75%
12b-1 fee(3)                                        0.30%              1.00%
Other expenses                                      0.43%              0.43%
Total fund operating expenses                       1.48%              2.18%

</TABLE>

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

<CAPTION>
===============================================================================
SHARE CLASS                    YEAR 1      YEAR 3        YEAR 5      YEAR 10 
===============================================================================
<S>                             <C>         <C>           <C>          <C> 
Class A shares                  $59         $90           $122         $214
Class B shares
   Assuming redemption 
   at end of period             $72         $98           $137         $234
   Assuming no redemption       $22         $68           $117         $234

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


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

18 INCOME - WORLD BOND FUND


<PAGE>
                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
                                           
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
[A graphic image of a dollar sign.] The figures below have been audited by the
fund's independent auditors, Price Waterhouse LLP.

<TABLE>
VOLATILITY, AS INDICATED BY CLASS B 
YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%)               [BAR GRAPH]


<CAPTION>
========================================================================================================================
CLASS A - YEAR ENDED OCTOBER 31,                              1992(1)        1993     1994      1995    
========================================================================================================================
<S>                                                           <C>          <C>       <C>       <C>  
PER SHARE OPERATING PERFORMANCE                                     
Net asset value, beginning of period                          $10.57       $ 9.76    $9.62     $ 8.85
Net investment income (loss)                                    0.64         0.76     0.64(2)    0.57(2)
Net realized and unrealized gain (loss) 
on investments and foreign currency 
transactions                                                   (0.74)       (0.10)   (0.78)      0.48
Total from investment operations                               (0.10)        0.66    (0.14)      1.05
Less distributions:
  Dividends from net investment income                         (0.71)       (0.38)   (0.11)     (0.59)
  Distributions in excess of net 
  investment income                                               --        (0.04)      --         --
  Distributions from capital paid-in                              --        (0.38)   (0.52)     (0.01)
  Total distributions                                          (0.71)       (0.80)   (0.63)     (0.60)
Net asset value, end of period                                $ 9.76       $ 9.62    $8.85     $ 9.30

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)               (0.88)(4)     7.14    (1.30)     12.25

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                   12,880       12,882    8,949     35,334          
Ratio of expenses to average net assets(%)                      1.41 (4)     1.46     1.59       1.48
Ratio of net investment income (loss) to 
average net assets(%)                                           7.64 (4)     7.89     7.00       6.43
Portfolio turnover rate (%)                                      476          363      174        263

</TABLE>

<TABLE>
<CAPTION>
========================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                             1987(5)      1987(6)       1988       1989         1990            
========================================================================================================================
<S>                                                           <C>          <C>         <C>        <C>          <C>
PER SHARE OPERATING PERFORMANCE                                     
Net asset value, beginning of period                          $ 9.60       $10.79      $ 10.32    $ 10.98      $ 10.21
Net investment income (loss)                                    0.31         0.25         0.67       0.83         0.85     
Net realized and unrealized gain (loss) 
on investments and foreign currency 
transactions                                                    1.29        (0.18)        1.31      (0.27)        0.28      
Total from investment operations                                1.60         0.07         1.98       0.56         1.13         
Less distributions:                          
  Distributions in excess of net investment income                --           --           --         --           --
  Distributions from net realized gain on investments          (0.15)       (0.26)       (0.64)     (0.49)          -- 
  Dividends from net investment income                         (0.26)       (0.28)       (0.68)     (0.84)       (0.85)
  Distributions from capital paid-in                              --           --           --         --        (0.11)    
  Total distributions                                          (0.41)       (0.54)       (1.32)     (1.33)       (0.96)         
Net asset value, end of period                                $10.79       $10.32      $ 10.98    $ 10.21      $ 10.38           

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)               65.96(4)      1.59(4)     20.09       5.47        11.84           

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                   18,253       58,658      174,833    255,214      186,524           
Ratio of expenses to average net assets(%)                      2.41(4)      2.19(4)      1.74       1.75         1.82           
Ratio of net investment income (loss) to 
average net assets(%)                                           8.69(4)      6.32(4)      6.04       8.07         8.67           
Portfolio turnover rate (%)                                      140(4)       152(4)       364        333          186

<CAPTION>
========================================================================================================================
CLASS B - YEAR ENDED OCTOBER 31,                               1991         1992         1993       1994         1995         
========================================================================================================================
<S>                                                          <C>          <C>          <C>        <C>           <C>
PER SHARE OPERATING PERFORMANCE                                     
Net asset value, beginning of period                         $ 10.38      $ 10.44      $  9.74    $  9.62       $ 8.85
Net investment income (loss)                                    0.90         0.78         0.72       0.59(2)      0.55(2)        
Net realized and unrealized gain (loss) 
on investments and foreign currency 
transactions                                                    0.13        (0.59)       (0.09)     (0.78)        0.44            
Total from investment operations                                1.03         0.19         0.63      (0.19)        0.99            
Less distributions:                          
  Distributions in excess of net investment income                --           --        (0.04)        --           --         
  Distributions from net realized gain on investments          (0.24)          --           --         --           --
  Dividends from net investment income                         (0.73)       (0.89)       (0.33)     (0.06)       (0.53)           
  Distributions from capital paid-in                              --           --        (0.38)     (0.52)       (0.01)           
  Total distributions                                          (0.97)       (0.89)       (0.75)     (0.58)       (0.54)           
Net asset value, end of period                               $ 10.44      $  9.74      $  9.62    $  8.85       $ 9.30           

TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%)               10.44         1.72         6.77      (1.88)       11.51          

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)($)                  192,687      199,102      197,166    114,656       65,600           
Ratio of expenses to average net assets(%)                      1.90         1.91         1.91       2.17         2.16           
Ratio of net investment income (loss) to 
average net assets(%)                                           8.74         7.59         7.45       6.41         6.03           
Portfolio turnover rate (%)                                      159          476          363        174          263           


(1)  Class A shares commenced operations on January 3, 1992.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Annualized.
(5)  For the period December 17, 1986 (commencement of operations) to May 31,
     1987.
(6)  For the period June 1, 1987 to October 31, 1987.

</TABLE>

                                                   INCOME - WORLD BOND FUND  19




<PAGE>

                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

YOUR ACCOUNT

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

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

===============================================================================
CLASS A                                    CLASS B
===============================================================================

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

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


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

<TABLE>
CLASS A  Sales charges are as follows:

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

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

<CAPTION>
===============================================================================
  CLASS A SALES CHARGES - GROWTH FUNDS
===============================================================================
                                   AS A % OF                    AS A % OF YOUR
  YOUR INVESTMENT                  OFFERING PRICE               INVESTMENT
  <S>                              <C>                          <C>
  Up to $49,999                    5.00%                        5.25%
  $50,000 - $99,999                4.50%                        4.71%
  $100,000 - $249,999              3.50%                        3.63%
  $250,000 - $499,999              2.50%                        2.56%
  $500,000 - $999,999              2.00%                        2.04%
  $1,000,000 and over              See below


</TABLE>

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

<CAPTION>
===============================================================================
  CDSC ON $1 MILLION+ INVESTMENTS (ALL FUNDS)
===============================================================================
  YOUR INVESTMENT                   CDSC ON SHARES BEING SOLD
  <S>                               <C>
  First $1M - $4,999,999            1.00%
  Next $1 - $5M above that          0.50%
  Next $1 or more above that        0.25%
</TABLE>

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

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




20 YOUR ACCOUNT

<PAGE>
                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

<TABLE>
CLASS B Shares are offered at their net asset value per share, without any
initial sales charge. However, you may be charged a contingent deferred sales
charge (CDSC) on shares you sell within a certain time after you bought them, as
described in the table below. There is no CDSC on shares acquired through
reinvestment of dividends. The CDSC is based on the original purchase cost or
the current market value of the shares being sold, whichever is less. The longer
the time between the purchase and the sale of shares, the lower the rate of the
CDSC:

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

</TABLE>

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

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


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

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

- -  Accumulation Privilege--lets you add the value of any Class A shares you
   already own to the amount of your next Class A investment for purposes of
   calculating the sales charge.

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

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

To utilize: complete the appropriate section on your application, or contact
your financial representative or Investor Services to add these options to an
existing account (see the back cover of this prospectus).

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

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

CDSC WAIVERS  In general, the CDSC for either share class may be waived on 
shares you sell for the following reasons:
- -  to make payments through certain systematic withdrawal plans
- -  to make certain distributions from a retirement plan
- -  because of shareholder death or disability

To utilize: contact your financial representative or Investor Services, or
consult the SAI (see the back cover of this prospectus).

REINSTATEMENT PRIVILEGE If you sell shares of a John Hancock fund, you may
invest some or all of the proceeds in the same share class of any John Hancock
fund within 120 days without a sales charge. If you paid a CDSC when you sold
your shares, you will be credited with the amount of the CDSC. All accounts
involved must have the same registration.

To utilize: contact your financial representative or Investor Services.


                                                                YOUR ACCOUNT 21

<PAGE>
                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

WAIVERS FOR CERTAIN INVESTORS Class A shares may be offered without front-end
sales charges or CDSCs to various individuals and institutions, including:
- -  government entities that are prohibited from paying mutual fund sales
   charges
- -  financial institutions or common trust funds investing $1 million or more
   for non-discretionary accounts
- -  selling brokers and their employees and sales representatives
- -  financial representatives utilizing fund shares in fee-based investment
   products under agreement with John Hancock Funds
- -  fund trustees and other individuals who are affiliated with these or other
   John Hancock funds
- -  individuals transferring assets to a John Hancock growth fund from an
   employee benefit plan that has John Hancock funds
- -  members of an approved affinity group financial services program
- -  clients of AFA, when their funds are transferred directly to Global
   Technology from accounts managed by AFA
- -  certain insurance company contract holders (one-year CDSC applies)
- -  participants in certain plans with at least 100 members (one-year CDSC
   applies)
- -  certain former shareholders of John Hancock National Aviation & Technology
   Fund and Nova Fund.

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


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

1  Read this prospectus carefully.

2  Determine how much you want to invest. The minimum initial investments for
   the John Hancock funds are as follows:
    -  non-retirement account: $1,000
    -  retirement account: $250
    -  group investments: $250
    -  Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must 
       invest at least $25 a month

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

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

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


22 YOUR ACCOUNT

<PAGE>
                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

<TABLE>
<CAPTION>

==============================================================================================================
  BUYING SHARES
==============================================================================================================

          OPENING AN ACCOUNT                               ADDING TO AN ACCOUNT
  <S>                                                      <C>
  BY CHECK
  [A graphic image of a blank check.]

          - Make out a check for the investment            - Make out a check for the investment amount            
            amount, payable to "John Hancock                 payable to "John Hancock Investor Services            
            Investor Services Corporation."                  Corporation."                                         

          - Deliver the check and your completed           - Fill out the detachable investment slip from          
            application to your financial                    an account statement. If no slip is available,        
            representative, or mail them to                  include a note specifying the fund name, your         
            Investor Services (address below).               share class, your account number, and the name(s)     
                                                             in which the account is registered.                   

                                                           - Deliver the check and your investment slip or         
                                                             note to your financial representative, or mail        
                                                             them to Investor Services (address on next page).     

  BY EXCHANGE
  [A graphic image of white arrow outlined in
         black that points to the right above a black
         that points to the left.]

          - Call your financial representative or          - Call Investor Services to request an exchange.
            Investor Services to request an exchange.

  BY WIRE
  [A graphic image of a jagged white arrow 
         outlined in black that points upwards at 
         a 45 degree angle.]

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

  BY PHONE
  [A graphic image of a telephone.]

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

                                                           - Complete the "Invest-By-Phone" and "Bank     
                                                             Information" sections on your account        
                                                             privileges application.                      

                                                           - Call Investor Services to verify that        
                                                             these features are in place on your account. 

                                                           - Tell the Investor Services representative    
                                                             the fund name, your share class, your account
                                                             number, the name(s) in which the account is  
                                                             registered and the amount of your investment.

ADDRESS
John Hancock Investor Services Corporation 
P.O. Box 9116 Boston, MA 02205-9116

PHONE NUMBER 
1-800-225-5291 
                                                           To open or add to an account using the Monthly
Or contact your financial representative                              Automatic Accumulation Program, see   
for instructions and assistance.                                          "Additional investor services."            
                                                                                       
</TABLE>
                                            

                                                               YOUR ACCOUNT 23


<PAGE>


                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

<TABLE>

  SELLING SHARES
<CAPTION>

===================================================================================================================
          DESIGNED FOR                                     TO SELL SOME OR ALL OF YOUR SHARES
===================================================================================================================
  <S>                                                      <C>
  BY LETTER
  [A graphic image of the back of an envelope]
          
          - Accounts of any type.                          - Write a letter of instruction or complete       
                                                             a stock power indicating the fund name,         
          - Sales of any amount.                             your share class, your account number, the      
                                                             name(s) in which the account is registered      
                                                             and the dollar value or number of shares you    
                                                             wish to sell. 
                                                                          
                                                           - Include all signatures and any additional       
                                                             documents that may be required (see next page). 

                                                           - Mail the materials to Investor Services.        

                                                           - A check will be mailed to the name(s) and       
                                                             address in which the account is registered,     
                                                             or otherwise according to your letter of        
                                                             instruction.                                    
  BY PHONE                                                 
  [A graphic image of a telephone]

          - Most accounts.                                 - For automated service 24 hours a day     
                                                             using your touch-tone phone, call the    
          - Sales of up to $100,000.                         John Hancock Funds EASI-Line at          
                                                             1-800-338-8080.                          

                                                           - To place your order with a representative
                                                             at John Hancock Funds, call Investor     
                                                             Services between 8 a.m. and 4 p.m. on    
                                                             most business days.                      
                                                           
  BY WIRE OR ELECTRONIC FUNDS TRANSFER (EFT)
  [A graphic image of a jagged white arrow 
         outlined in black that points upwards at 
         a 45 degree angle.]

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

          - Accounts of any type.                          - Obtain a current prospectus for the fund       
                                                             into which you are exchanging by calling       
          - Sales of any amount.                             your financial representative or Investor      
                                                             Services.                                      

                                                           - Call Investor Services to request an exchange. 
                                                           
  BY CHECK
  [A graphic image of a blank check.]

          - Short-Term Strategic Income Fund only.         - Request checkwriting on your new account      
                                                             application.                                  

          - Any account with checkwriting privileges.      - Verify that the shares to be sold were        
                                                             purchased more than 15 days earlier or were   
                                                             purchased by wire.                            

          - Sales of over $100.                            - Write a check for any amount over $100.       

                                                            ADDRESS
                                                            John Hancock Investor Services Corporation
                                                            P.O. Box 9116 Boston, MA 02205-9116

                                                            PHONE NUMBER 
                                                            1-800-225-5291 

To sell shares through a systematic withdrawal plan,        Or contact your financial representative 
see "Additional investor services."                         for instructions and assistance.

</TABLE>

24  YOUR ACCOUNT


<PAGE>


                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96

SELLING SHARES IN WRITING In certain circumstances, you will need to make your
request to sell shares in writing. You may need to include additional items with
your request, as shown in the table below. You may also need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee if: 

     -    your address of record has changed within the past 30 days
     -    you are selling more than $100,000 worth of shares
     -    you are requesting payment other than by a check mailed to the address
          of record and payable to the registered owner(s)

You can generally obtain a signature guarantee from the following sources:

     -    a broker or securities dealer
     -    a federal savings, cooperative or other type of bank
     -    a savings and loan or other thrift institution
     -    a credit union
     -    a securities exchange or clearing agency

A notary public CANNOT provide a signature guarantee.


<TABLE>
<CAPTION>

===================================================================================================================
SELLER                                                REQUIREMENTS FOR WRITTEN REQUESTS
===================================================================================================================

<S>                                                   <C>
Owners of individual, joint, sole proprietorship,     -  Letter of instruction.                             
UGMA/UTMA (custodial accounts for minors) or          -  On the letter, the signatures and titles of all    
general partner accounts.                                persons authorized to sign for                     
                                                         the account, exactly as the account is registered. 

                                                      -  Signature guarantee if applicable (see above).     
                                                      
Owners of corporate or association accounts.          -  Letter of instruction.                        

                                                      -  Corporate resolution, certified within the    
                                                         past 90 days.                                 

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

                                                      -  Signature guarantee if applicable (see above).
                                                      
Owners or trustees of trust accounts.                 -  Letter of instruction.                           

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

                                                      -  If the names of all trustees are not             
                                                         registered on the account, please also           
                                                         provide a copy of the trust document             
                                                         certified within the past 60 days.               

                                                      -  Signature guarantee if applicable (see above).   
                                                      
Joint tenancy shareholders whose co-tenants are       -  Letter of instruction signed by surviving tenant. 
deceased.                                                                     
                                                      -  Copy of death certificate. 

                                                      -  Signature guarantee if applicable (see above).    
                                                      
Executors of shareholder estates.                     -  Letter of instruction signed by executor.       

                                                      -  Copy of order appointing executor.              

                                                      -  Signature guarantee if applicable (see above).  
                                                      
Administrators, conservators, guardians and           -  Call 1-800-225-5291 for instructions.
other sellers or account types not listed 
above.

</TABLE>

                                                               YOUR ACCOUNT  25


<PAGE>


                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96


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

VALUATION OF SHARES The net asset value per share (NAV) for each fund and class
is determined each business day at the close of regular trading on the New York
Stock Exchange (typically 4 p.m. Eastern Time) by dividing a class's net assets
by the number of its shares outstanding. 

BUY AND SELL PRICES When you buy shares, you pay the NAV plus any applicable
sales charges, as described earlier. When you sell shares, you receive the NAV
minus any applicable deferred sales charges.

EXECUTION OF REQUESTS Each fund is open on those days when the New York Stock
Exchange is open, typically Monday - Friday. Buy and sell requests are executed
at the next NAV to be calculated after your request is accepted by Investor
Services.

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

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

TELEPHONE TRANSACTIONS For your protection, telephone requests may be recorded
in order to verify their accuracy. In addition, Investor Services will take
measures to verify the identity of the caller, such as asking for name, account
number, Social Security or taxpayer ID number, and other relevant information.
If these measures are not taken, Investor Services is responsible for any losses
that may occur to any account due to an unauthorized telephone call. Also for
your protection, telephone transactions are not permitted on accounts whose
names or addresses have changed within the past 30 days. Proceeds from telephone
transactions can only be mailed to the address of record.

EXCHANGES You may exchange shares of one John Hancock fund for shares of the
same class of any other, generally without paying any additional sales charges.
Class B shares will continue to age from the original date and will retain the
same CDSC rate as they had before the exchange, except that the rate will change
to that of the new fund if the new fund's rate is higher. A CDSC rate that has
increased will drop again with a future exchange into a fund with a lower rate.

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

Merrill Lynch customers may exchange shares of any John Hancock fund for shares
of the same class of Merrill Lynch's Summit Cash Reserves Fund. For Class B
shares, the CDSC calculation will not include the time the assets spent in the
Merrill Lynch fund.

CERTIFICATED SHARES Most shares are electronically recorded. If you wish to have
certificates for your shares, please write to Investor Services. Certificated
shares can only be sold by returning the certificates to Investor Services,
along with a letter of instruction or a stock power and a signature guarantee.

SALES IN ADVANCE OF PURCHASE PAYMENTS When you place a request to sell shares
for which the purchase money has not yet been collected, the request will be
executed in a timely fashion, but the fund will not release the proceeds to you
until your purchase payment clears. This may take up to ten calendar days after
the purchase.

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

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


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

ACCOUNT STATEMENTS In general, you will receive account statements as follows:
  
     -    after every transaction (except a dividend reinvestment) that affects
          your account balance
     -    after any changes of name or address of the registered owner(s)
     -    in all other circumstances, every quarter

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


26 YOUR ACCOUNT


<PAGE>


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

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

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

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

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

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

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


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

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

     -    Complete the appropriate parts of your Account Privileges Application.

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

SYSTEMATIC WITHDRAWAL PLAN This plan may be used for routine bill payment or
periodic withdrawals from your account. To establish:

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

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

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

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

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

RETIREMENT PLANS John Hancock Funds offers a range of qualified retirement
plans, including IRAs, SEPs, SARSEPs, 401(k) plans, 403(b) plans (including
TSAs) and other pension and profit-sharing plans. Using these plans, you can
invest in any John Hancock fund with a low minimum investment of $250 or, for
some group plans, no minimum investment at all. To find out more, call Investor
Services at 1-800-225-5291.


                                                                YOUR ACCOUNT 27


<PAGE>

                                 INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96


FUND DETAILS

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

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

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

[GRAPHIC: A flow chart that contains 8 rectangular-shaped boxes and illustrates 
the hierarchy of how the funds are organized. Within the flowchart, there are 5
tiers. The tiers are connected by shaded lines.

Shareholders represent the first tier. There is a shaded vertical arrow on the 
left-hand side of the page. The arrow has arrowheads on both ends and is 
contained within two horizontal, shared lines. This is meant to highlight tiers
two and three which focus on Distribution and Shareholder Services.

Financial Services Firms and their Representatives are shown on the second tier.
Principal Distributor and Transfer Agent are shown on the third tier.

A shaded vertical arrow on the right-hand side of the page denotes those 
entities involved in the Asset Management. The arrow has arrowheads on both
ends and is contained within two horizontal, shaded lines. This fourth tier 
includes the Subadvisor, Investment Advisor and the Custodian.

The fifth tier contains the Trustees/Directors.]

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

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


28 FUND DETAILS


<PAGE>


ACCOUNTING COMPENSATION The funds compensate the adviser for performing tax and
financial management services. Annual compensation for 1996 will not exceed
0.02% of each fund's average net assets.

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


ADVERTISEMENT OF PERFORMANCE The funds may include figures for yield (where
appropriate) and total return in advertisements and other sales materials, as
follows:

DEFINITIONS OF PERFORMANCE MEASURES

  MEASURE         DEFINITION

  Cumulative      Overall dollar or percentage change of a hypothetical 
  total return    investment over the stated time period.               
                    
  Average         Cumulative total return divided by the number of years in   
  annual total    the period. The result is an average and is not the same as 
  return          the actual year-to-year results.

  Yield           A measure of income, calculated by taking the net investment
                  income per share for a 30-day period, dividing it by the 
                  offering price per share on the last day of the period (if
                  there is more than one offering price, the highest price is 
                  used) and annualizing the result. While this is the standard
                  accounting method for calculating yield, it does not reflect
                  the fund's actual bookkeeping; as a result, the income 
                  reported or paid by the fund may be different. 
                    

All performance figures assume that dividends are reinvested, and show the
effect of all applicable sales charges. Class A performance figures generally
are calculated using the maximum sales charge. Because each share class has its
own sales charge and fee structures, the classes have different performance
results.

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

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


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

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

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

                                  UNREIMBURSED               AS A % OF
  FUND                            EXPENSES                   NET ASSETS
  <S>                             <C>                        <C>
  Global                          $  750,008                 2.74%
  Global Marketplace              $      N/A                  N/A
  Global Rx                       $  205,352                 6.09%
  Global Technology               $  987,619                 4.34%
  International                   $  358,785                 9.76%
  Pacific Basin Equities          $  749,799                 6.06%
  Short-Term Strategic Income     $2,610,556                 2.93%
  World Bond                      $4,753,035                 5.13%

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

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

ANNUAL COMPENSATION  Beginning with the second year after an investment is made,
the financial services firm receives an annual service fee of 0.25% of its total
eligible net assets.  This fee is paid  quarterly in arrears.  Firms  affiliated
with John  Hancock,  which  include  Tucker  Anthony,  Sutro & Company  and John
Hancock  Distributors,  may receive an  additional  fee of up to 0.05% a year of
their total eligible net assets.


                                                                FUND DETAILS 29

<PAGE>


                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS6-18-96
<TABLE>
<CAPTION>

==================================================================================================================================
  CLASS A INVESTMENTS
==================================================================================================================================
                                                              MAXIMUM
                                       SALES CHARGE           REALLOWANCE             FIRST YEAR             MAXIMUM
                                       PAID BY INVESTORS      OR COMMISSION           SERVICE FEE            TOTAL COMPENSATION(1)
                                       (% of offering price)  (% of offering price)   (% of net investment)  (% of offering price)

  <S>                                  <C>                     <C>                    <C>                    <C>
  SHORT-TERM STRATEGIC INCOME FUND

  Up to $99,999                        3.00%                   2.26%                  0.25%                  2.50%
  $100,000 - $499,999                  2.50%                   2.01%                  0.25%                  2.25%
  $500,000 - $999,999                  2.00%                   1.51%                  0.25%                  1.75%

  WORLD BOND FUND

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

  GROWTH FUNDS

  Up to $49,999                        5.00%                   4.01%                  0.25%                  4.25%
  $50,000 - $99,999                    4.50%                   3.51%                  0.25%                  3.75%
  $100,000 - $249,999                  3.50%                   2.61%                  0.25%                  2.85%
  $250,000 - $499,999                  2.50%                   1.86%                  0.25%                  2.10%
  $500,000 - $999,999                  2.00%                   1.36%                  0.25%                  1.60%

  REGULAR INVESTMENTS OF
  $1 MILLION OR MORE (ALL FUNDS)

  First $1M - $4,999,999               --                      1.00%                  0.25%                  1.24%
  Next $1 - $5M above that             --                      0.50%                  0.25%                  0.74%
  Next $1 and more above that          --                      0.25%                  0.25%                  0.49%

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


  CLASS B INVESTMENTS
                                                               MAXIMUM
                                                               REALLOWANCE                                   MAXIMUM
                                                               OR COMMISSION          SERVICE FEE            TOTAL COMPENSATION
                                                               (% of offering price)  (% of net investment)  (% of offering price)
  SHORT-TERM STRATEGIC INCOME FUND

  All amounts                                                  2.25%                  0.25%                  2.50%

  ALL OTHER FUNDS

  All amounts                                                  3.75%                  0.25%                  4.00%

     (1)  Reallowance/commission percentages and service fee percentages are
          calculated from different amounts, and therefore may not equal total
          compensation percentages if combined using simple addition.

     (2)  Refers to any investments made by municipalities, financial
          institutions, trusts and affinity group members that take advantage of
          the sales charge waivers described earlier in this prospectus. 

     CDSC revenues collected by John Hancock Funds may be used to fund 
     commission payments when there is no initial sales charge.
</TABLE>


30 FUND DETAILS


<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS6-18-96

- --------------------------------------------------------------------------------
MORE ABOUT RISK

A fund's risk profile is largely defined by the fund's primary securities and
investment practices. You may find the most concise description of each fund's
risk profile in the fund-by-fund information. 

The funds are permitted to utilize -- within limits established by the trustees 
- -- certain other securities and investment practices that have higher risks and
opportunities associated with them. To the extent a fund utilizes these
securities or practices, its overall performance may be affected, either
positively or negatively. On the following page are brief descriptions of these
securities and practices, along with the risks associated with them. The funds
follow certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the performance of a John
Hancock international/global fund will be positive over any period of time --
days, months or years. However, international/global funds as a category have
historically performed better over the long term than comparable domestic funds.


- --------------------------------------------------------------------------------
TYPES OF INVESTMENT RISK 

CORRELATION RISK The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged (hedging is the use of one investment
to offset the effects of another investment).

CREDIT RISK The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.

CURRENCY RISK The risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments, and may widen any losses.

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

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

INTEREST RATE RISK The risk of market losses attributable to changes in interest
rates. With fixed-rate securities, a rise in interest rates typically causes a
fall in values, while a fall in rates typically causes a rise in values.

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

- -    HEDGED When a derivative (a security whose value is based on another
     security or index) is used as a hedge against an opposite position which
     the fund also holds, any loss generated by the derivative should be
     substantially offset by gains on the hedged investment, and vice versa.
     While hedging can reduce or eliminate losses, it can also reduce or
     eliminate gains.

- -    SPECULATIVE To the extent that a derivative is not used as a hedge, the
     fund is directly exposed to the risks of that derivative. Gains or losses
     from speculative positions in a derivative may be substantially greater
     than the derivative's original cost.

LIQUIDITY RISK The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. The seller may
have to lower the price, sell other securities instead, or forego an investment
opportunity, any of which could have a negative effect on fund management or
performance.

MANAGEMENT RISK The risk that a strategy used by a fund's management may fail to
produce the intended result. Common to all mutual funds.

MARKET RISK The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than it was worth at an earlier time. Market risk may affect a
single issuer, industry, sector of the economy or the market as a whole. Common
to all stocks and bonds and the mutual funds that invest in them.

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

OPPORTUNITY RISK The risk of missing out on an investment opportunity because
the assets necessary to take advantage of it are tied up in other investments.

POLITICAL RISK The risk of losses directly attributable to government or
political actions of any sort. These actions may range from changes in tax or
trade statutes to expropriation, governmental collapse and war.

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

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


                                                                FUND DETAILS 31

<PAGE>


                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS6-18-96

<TABLE>

====================================================================================================================================
HIGHER-RISK SECURITIES AND PRACTICES
====================================================================================================================================
This table shows each fund's investment 
limitations as a percentage of portfolio 
assets. In each case the principal types 
of risk are listed (see previous page for
definitions).

10 Percent of total assets (italic type)
10 Percent of net assets (roman type)
*  No policy limitation on usage; fund
   may be using currently
0  Permitted, but has not typically
   BEEN USED
- -- NOT PERMITTED

<CAPTION>
                                                                                                       PACIFIC   SHORT-TERM
                                                            GLOBAL    GLOBAL    GLOBAL                   BASIN    STRATEGIC   WORLD
                                                  GLOBAL  MARKETPLACE   RX    TECHNOLOGY  INTERNATIONAL EQUITIES   INCOME     BOND 
====================================================================================================================================
<S>                                                 <C>    <C>        <C>       <C>          <C>        <C>         <C>       <C>
INVESTMENT PRACTICES
====================================================================================================================================
BORROWING; REVERSE REPURCHASE AGREEMENTS  
The borrowing of money from banks or through
reverse repurchase agreements. Leverage, 
credit risks.                                       10     33 1/3     33 1/3      10         33 1/3      33 1/3       10       10

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

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

SECURITIES LENDING  The lending of 
securities to financial institutions, 
which provide cash or government 
securities as collateral. Credit risk.              10     33 1/3     33 1/3      25         33 1/3      33 1/3       30       30

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

- -  Hedged. Hedged leverage, market, 
   correlation, liquidity, opportunity risks.                 *                   --            

- -  Speculative. Speculative leverage, market, 
   liquidity risks.                                           *                   --            

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

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

====================================================================================================================================
CONVENTIONAL SECURITIES
====================================================================================================================================
FOREIGN DEBT SECURITIES  Debt securities issued
by foreign governments or companies. Credit,
currency, interest rate, market, political risks.    5        35(1)      35(1)    10           35(1)     35(1)         *        *

NON-INVESTMENT-GRADE DEBT SECURITIES  Debt 
securities rated below BBB/Baa are considered 
"junk" bonds. Credit, market, interest rate risks, 
liquidity, valuation and information risks.         --        --         --       10           --        --            35       --

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

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

MORTGAGE-BACKED SECURITIES  Securities backed by
pools of mortgages, including passthrough 
certificates, PACs, TACs and other senior classes 
of collateralized mortgage obligations (CMOs). 
Credit, extension, prepayment, interest rate risks. --        --         --       --            0        --             *        *
                                                                                               
PARTICIPATION INTERESTS  Securities representing
an interest in another security or in bank loans.
Credit, interest rate, liquidity, valuation risks.  --        --         --       10           --        --            15(2)    --  



(1)  No more than 25% of the fund's assets will be invested in securities of any
     one foreign country.
(2)  Part of the 15% limitation on illiquid securities.
(3)  Applies to purchased options only.

</TABLE>



32  FUND DETAILS

<PAGE>
                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96
<TABLE>

===================================================================================================================================
HIGHER-RISK SECURITIES AND PRACTICES(CONT'D)
===================================================================================================================================
<CAPTION>
                                                                                                         PACIFIC  SHORT-TERM    
                                                             GLOBAL    GLOBAL    GLOBAL                   BASIN    STRATEGIC  WORLD 
                                                   GLOBAL  MARKETPLACE   RX    TECHNOLOGY  INTERNATIONAL EQUITIES   INCOME    BOND  
===================================================================================================================================

<S>                                                  <C>        <C>       <C>      <C>          <C>         <C>       <C>      <C>
LEVERAGED DERIVATIVE SECURITIES                   
====================================================================================================================================
Currency contracts  Contracts involving the
right or obligation to buy or sell a given 
amount of foreign currency at a specified 
price and future date.

- -  Hedged. Currency, hedged leverage, 
   correlation, liquidity, opportunity risks.        *          *         *         *            *           *        *         *

- -  Speculative. Currency, speculative leverage,
   liquidity risks.                                  0          0         0         0           --           0        0         0

FINANCIAL FUTURES AND OPTIONS; SECURITIES AND 
INDEX OPTIONS  Contracts involving the right 
or obligation to deliver or receive assets or
money depending on the performance of one or 
more assets or an economic index.

- -  Futures and related options. Interest rate, 
   currency, market, hedged or speculative 
   leverage, correlation, liquidity, opportunity
   risks.                                            *          *         *         0            *           0        *         *
 
- -  Options on securities and indices. Interest
   rate, currency, market, hedged or speculative
   leverage, correlation, liquidity, credit, 
   opportunity risks.                                5(3)       0         0        5(3)          0           0        5(3)     5(3)

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

</TABLE>

<TABLE>
====================================================================================================================================
ANALYSIS OF FUNDS WITH 5% OR MORE IN JUNK BONDS
====================================================================================================================================
<CAPTION>

                     QUALITY RATING                  SHORT-TERM
                    (S&P/MOODY'S)(1)            STRATEGIC INCOME FUND

<S>                     <C>                            <C> 
====================================================================================================================================
INVESTMENT-GRADE BONDS
====================================================================================================================================
                        AAA                            43.3%
                        AA                             10.6%
                        A                               8.4%
                        BBB                             1.7%
                        BB                              8.4%
====================================================================================================================================
JUNK BONDS
====================================================================================================================================
                        B                              13.5%
                        CCC                             5.3%
                        CC                              0.0%
                        C                               0.0%
                        D                               0.0%
                        % OF PORTFOLIO IN BONDS        91.2%

* Rated by S&P or Moody     - Rated by the advisor

(1)  In cases where the S&P and Moody's ratings for a given bond issue do not
     agree, the issue has been counted in the higher category.
</TABLE>


                                                                FUND DETAILS  33

<PAGE>

                                  INTERNATIONAL/GLOBAL FUNDS IN PROGRESS 6-18-96


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


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

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS

Includes financial statements, detailed performance information, portfolio 
holdings, a statement from portfolio management and the auditor's report.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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

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

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

John Hancock Investor Services Corporation
P.O. Box 9116
Boston, MA 02205-9116
Telephone: 1-800-225-5291
EASI-Line: 1-800-338-8080
TDD: 1-800-544-6713



[LOGO: John Hancock's graphic logo. A circle, diamond, triangle and a cube.]
       101 Huntington Avenue
       Boston, Massachusetts 02199-7603

[LOGO: John Hancock's script logo.]


<PAGE>

   
                    JOHN HANCOCK PACIFIC BASIN EQUITIES FUND


                       Statement of Additional Information

                                 August 30, 1996
    
   
This Statement of Additional Information provides information about John Hancock
Pacific Basin Equities Fund (the "Fund"),  a diversified  series of John Hancock
World Fund (the "Trust"),  in addition to the  information  that is contained in
the Fund's Prospectus, dated August 30, 1996 (the "Prospectus").
    
   
This Statement of Additional Information is not a prospectus.  It should be read
in  conjunction  with the  Prospectus,  a copy of which can be obtained  free of
charge by writing or telephoning:
    
                   John Hancock Investor Services Corporation
                                  P.O. Box 9116
                        Boston, Massachusetts 02205-9116
                                 1-800-225-5291

                                TABLE OF CONTENTS
   
                                                          Page
                                                          ----
Organization of the Fund                                    2
Investment Objective and Policies                           2
Certain Investment Practices                                3
Investment Restrictions                                    10
Ratings                                                    14
Those Responsible for Management                           15
Investment Advisory and Other Services                     22
Distribution Contract                                      26
Net Asset Value                                            28
Initial Sales Charge on Class A Shares                     28
Deferred Sales Charge on Class B Shares                    31
Special Redemptions                                        35
Additional Services and Programs                           35
Description of the Fund's Shares                           36
Tax Status                                                 38
Calculation of Performance                                 44
Brokerage Allocation                                       45
Transfer Agent Services                                    48
Custody of Portfolio                                       48
Independent Auditors                                       48
Financial Statements                                      F-1
    

<PAGE>

ORGANIZATION OF THE FUND
   
John  Hancock  Pacific  Basin  Equities  Fund (the  "Fund")  is  organized  as a
separate,  diversified  series of John  Hancock  World  Fund (the  "Trust"),  an
open-end,   management   investment  company  organized  in  August  1986  as  a
Massachusetts   business   trust   under  the  laws  of  The   Commonwealth   of
Massachusetts.  Prior to January 1, 1991,  when the Trust changed its name,  the
Trust was known as John  Hancock  World  Trust.  On October  1,  1992,  the Fund
changed its name from John Hancock World Fund - Pacific Basin Equities Portfolio
to John Hancock  Freedom Pacific Basin Equities Fund. As of January 1, 1994, the
word "Freedom" was deleted from the Fund's name.
    
   
John Hancock Advisers,  Inc. (the "Adviser") is solely  responsible for advising
the Fund with respect to investments  in the U.S. and Canada.  The Adviser is an
indirect,  wholly owned subsidiary of John Hancock Mutual Life Insurance Company
(the "Life Company"),  a Massachusetts life insurance company chartered in 1862,
with national headquarters at John Hancock Place, Boston, Massachusetts.
    
   
The Fund has two sub-advisers:  Indosuez Asia Advisers Limited ("IAAL") and John
Hancock   Advisers   International   Limited   ("JHAI")    (collectively,    the
"Sub-Advisers").  IAAL is organized  under the laws of Hong Kong and  indirectly
owned by Banque  Indosuez  through Banque  Indosuez's  wholly owned  subsidiary,
Indosuez Asset Management Asia Limited ("IAMA"). Banque Indosuez is a subsidiary
Compagnie de Suez,  which has sold, or is in the process of selling,  51% of its
ownership  interest in Banque Indosuez to Caisse  Nationale de Credit  Agricole.
IAMA is an experienced  investment adviser for funds authorized to invest in the
Asian region, and investment personnel of IAAL also act as portfolio managers of
IAMA in  connection  with these Asian country  funds.  Together IAAL and JHAI, a
London  based wholly  owned  subsidiary  of the  Adviser,  are  responsible  for
providing advice to the Fund with respect to investments  other than in the U.S.
and Canada, subject to the review of the Trustees and overall supervision of the
Adviser.
    
INVESTMENT OBJECTIVE AND POLICIES
   
The Fund's investment  objective is to achieve  long-term  capital  appreciation
through  investment in a diversified  portfolio of equity  securities of issuers
located in countries of the Pacific Basin. These investments will consist of (1)
securities of companies  traded  principally on stock exchanges in Pacific Basin
countries;  (2)  securities  of  companies  deriving at least 50% of their total
revenue from goods produced,  sales made or services  performed in Pacific Basin
countries;  (3)  securities of companies  that are  organized  under the laws of
Pacific Basin  countries,  which are publicly  traded on  recognized  securities
exchanges  outside these countries;  and (4) securities of investment  companies

                                       2

<PAGE>

and trusts that  invest  principally  in the  foregoing.  The  Pacific  Basin is
defined as those countries bordering on the Pacific Ocean. The principal Pacific
Basin  countries  in which the  Fund's  securities  are  issued  and  traded are
Australia,  Canada, China, Hong Kong,  Indonesia,  Japan, Korea,  Malaysia,  New
Zealand, the Philippines,  Singapore,  Taiwan, Thailand,  Vietnam and the United
States.  There can be no  assurance  that the Fund will  achieve its  investment
objective.
    
   
Under normal  conditions,  the Fund will invest at least 65% of its total assets
in Pacific Basin corporate common stock and other equity securities  (consisting
of common stock,  warrants and securities  convertible  into common stock).  The
balance of the Fund's  assets  will be  invested  in (1)  equity  securities  of
issuers  located in Asian countries not in the Pacific Basin  (including  India,
Pakistan,  Sri Lanka and Bangladesh) and (2) debt securities of U.S.,  Japanese,
Australian and New Zealand  companies and governments  and bank  certificates of
deposit.
    
   
The Fund has not  established  any  limitations on the allocation of investments
among the  Pacific  Basin  countries.  The  portion of the  Fund's  assets to be
allocated  to each of the Pacific  Basin  countries  will be  determined  by the
Trustees  based on  recommendations  of the Adviser,  in  consultation  with the
Sub-Advisers, as described under the caption "Those Responsible for Management."
In making this allocation recommendation,  the Adviser and the Sub-Advisers will
consider several factors,  including the relative  economic growth and potential
of the various economies and securities  markets,  expected levels of inflation,
governmental  policies  influencing  business  conditions,  regulatory  and  tax
considerations,   the  domestic  and  international   strength  of  the  leading
industrial  sectors and currency stability relative to the U.S. When the Adviser
and the Sub-Advisers  believe that investment  conditions are unfavorable,  they
may  recommend a temporary  reduction in the  proportion  of assets  assigned to
Pacific Basin countries and investment of a higher than normal proportion in the
debt and other securities described above.
    
   
Under  normal  conditions,  up to 35% of the Fund's  total assets may be held in
cash  or  investment  grade  short-term  securities  and  repurchase  agreements
(denominated  in U.S.  dollars) to meet  anticipated  redemptions  of the Fund's
shares.  When the Adviser or Sub- Advisers believe it is appropriate to maintain
a defensive  position,  any of them may temporarily  maintain all or any part of
the Fund's  assets in money  market  instruments,  including  but not limited to
governmental   obligations,   certificates  of  deposit,  bankers'  acceptances,
commercial paper and short-term  corporate debt securities,  cash and repurchase
agreements. Any of the foregoing,  including cash, may be denominated in U.S. or
foreign currencies and may be obligations of foreign issuers.
    
CERTAIN INVESTMENT PRACTICES
   
Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively  brief

                                       3

<PAGE>

period of time.  The Fund may engage in short-term  trading in response to stock
market  conditions,  changes  in  interest  rates or other  economic  trends and
developments,  or to take advantage of yield  disparities  between various fixed
income  securities  in  order  to  realize  capital  gains  or  improve  income.
Short-term trading may have the effect of increasing  portfolio turnover rate. A
high rate of  portfolio  turnover  (100% or  greater)  involves  correspondingly
higher  transaction  expenses  and may  make it more  difficult  for the Fund to
qualify as a regulated investment company for federal income tax purposes.
    
   
Depository  Receipts.  The Fund may invest directly in the securities of foreign
issuers  as  well as in the  form  of  American  Depository  Receipts  ("ADRs"),
European  Depository  Receipts  ("EDRs") or other  securities  convertible  into
securities  of  foreign  issuers.   These  securities  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted  but rather in the  currency  of the market in which they are  traded.
ADRs are receipts  typically  issued by an American  bank or trust company which
evidence  ownership of underlying  securities  issued by a foreign  corporation.
EDRs are receipts  issued in Europe by banks or  depositories  which  evidence a
similar ownership arrangement. Generally, ADRs, in registered form, are designed
for use in U.S.  securities  markets and EDRs, in bearer form,  are designed for
use in European securities markets. Issuers of unsponsored ADRs are not required
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 Currency Transactions. The foreign currency transactions of the Fund may
be  conducted on a spot,  i.e.,  cash basis at the spot rate for  purchasing  or

                                       4

<PAGE>

selling currency  prevailing in the foreign  exchange market.  The Fund may also
enter into  forward  foreign  currency  contracts  involving  currencies  of the
different  countries  in  which  it  will  invest  as a hedge  against  possible
variations  in the foreign  exchange  rate  between  these  currencies.  This is
accomplished  through  contractual  agreements  to  purchase or sell a specified
currency at a specified  future date and price set at the time of the  contract.
The Fund's  dealings in forward  foreign  currency  contracts will be limited to
hedging either specific transactions or portfolio positions. Transaction hedging
is the purchase or sale of forward  foreign  currency  contracts with respect to
specific  receivables  or payables of the Fund accruing in  connection  with the
purchase and sale of its portfolio securities denominated in foreign currencies.
Portfolio  hedging is the use of forward  foreign  currency  contracts to offset
portfolio security positions  denominated or quoted in such foreign  currencies.
The Fund may not engage in  portfolio  hedging with respect to the currency of a
particular  country to an extent greater than the aggregate market value (at the
time of making such sale) of the securities held in its portfolio denominated or
quoted in that particular  foreign currency.  The Fund will not attempt to hedge
all of its foreign  portfolio  positions  and will enter into such  transactions
only to the extent, if any, deemed  appropriate by the Adviser and Sub-Advisers.
The Fund will not engage in speculative forward currency transactions.
   
If the Fund enters into a portfolio  hedging  transaction in a forward  contract
requiring it to purchase a foreign  currency,  its custodian bank will segregate
cash or liquid, high grade debt securities (i.e., securities rated in one of the
top three ratings  categories by Moody's Investors  Service,  Inc. or Standard &
Poor's  Ratings  Group) in a separate  account of the Fund in an amount equal to
the value of the Fund's  total  assets  committed  to the  consummation  of such
forward  contract.  Those assets will be valued at market daily and if the value
of the assets in the separate  account  declines,  additional cash or securities
will be placed in the  account so that the value of the  account  will equal the
amount of the Fund's commitment with respect to such contracts.
    
Hedging  against  a  decline  in the  value of a  currency  does  not  eliminate
fluctuations  in the prices of  portfolio  securities  or prevent  losses if the
prices  of  such  securities  decline.   Such  transactions  also  preclude  the
opportunity for gain if the value of the hedged currency rises. Moreover, it may
not be possible for the Fund to hedge against a devaluation that is so generally
anticipated  that the Fund is not able to  contract  to sell the  currency  at a
price above the devaluation level it anticipates.

The cost to the Fund of engaging in foreign  currency  transactions  varies with
such factors as the currency involved, the length of the contract period and the
market  conditions then prevailing.  Since  transactions in foreign currency are
usually conducted on a principal basis, no fees or commissions are involved.
   
Forward Commitment and When-Issued Securities.  The Fund may purchase securities
on a when-issued or forward commitment basis. "When-issued" refers to securities

                                       5
<PAGE>

whose terms are available and for which a market exists, but which have not been
issued.  The Fund will  engage  in  when-issued  transactions  with  respect  to
securities  purchased for its portfolio in order to obtain what is considered to
be an  advantageous  price  and  yield  at  the  time  of the  transaction.  For
when-issued  transactions,  no payment is made until  delivery  is due,  often a
month or more after the purchase. In a forward commitment transaction,  the Fund
contracts  to  purchase  securities  for a fixed  price at a future  date beyond
customary settlement time.
    
   
When the Fund engages in forward  commitment and  when-issued  transactions,  it
relies on the seller to consummate the transaction. The failure of the issuer or
seller to  consummate  the  transaction  may  result in the  Fund's  losing  the
opportunity  to obtain a price  and yield  considered  to be  advantageous.  The
purchase  of  securities  on a  when-issued  or  forward  commitment  basis also
involves a risk of loss if the value of the  security to be  purchased  declines
prior to the settlement date.
    
   
On the date the Fund  enters  into an  agreement  to  purchase  securities  on a
when-issued or forward  commitment  basis, the Fund will segregate in a separate
account cash or liquid,  high grade debt securities equal in value to the Fund's
commitment.  These assets will be valued daily at market, and additional cash or
securities will be segregated in a separate account to the extent that the total
value of the assets in the account  declines below the amount of the when-issued
commitments. Alternatively, the Fund may enter into offsetting contracts for the
forward sale of other securities that it owns.
    
   
Repurchase Agreements. A repurchase agreement is a contract under which the Fund
acquires a security for a relatively short period (usually not more than 7 days)
subject to the  obligation  of the seller to  repurchase  and the Fund to resell
such  security  at a fixed time and price  (representing  the  Fund's  cost plus
interest). The Fund will enter into repurchase agreements only with member banks
of the Federal  Reserve  System and with  "primary  dealers" in U.S.  Government
securities.   The  Adviser  or  a  Sub-Adviser  will  continuously  monitor  the
creditworthiness  of the  parties  with  whom the Fund  enters  into  repurchase
agreements.
    
   
The Fund has  established a procedure  providing that the securities  serving as
collateral  for  each  repurchase  agreement  must be  delivered  to the  Fund's
custodian  either  physically or in book-entry form and that the collateral must
be marked to market  daily to ensure  that each  repurchase  agreement  is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying  securities during the period in which the Fund seeks
to enforce its rights thereto,  possible  subnormal levels of income and lack of
access to income during this period and the expense of enforcing its rights.
    
Characteristics and Risks of Foreign Securities Markets.  The securities markets
of many  countries  have  in the  past  moved  relatively  independently  of one
another,  due to differing  economic,  financial,  political and social factors.

                                       6

<PAGE>

When markets in fact move in different  directions and offset each other,  there
may be a  corresponding  reduction in risk for the Fund's  portfolio as a whole.
This lack of correlation among the movements of the world's  securities  markets
may also affect  unrealized gains the Fund has derived from movements in any one
market.
   
If the securities of markets moving in different  directions are combined into a
single  portfolio,  such as that of the Fund, total portfolio  volatility may be
reduced. Since the Fund may invest in securities denominated in currencies other
than U.S. dollars,  changes,  due to exchange controls,  less publicly available
information,  more volatile or in foreign currency exchange rates may affect the
value of portfolio securities. Exchange rates may not move in the same direction
as the securities markets in a particular country. As a result, market gains may
be offset by unfavorable exchange rate fluctuations.
    
   
Investments  in foreign  securities  may involve  risks and  considerations  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 and accounting standards as domestic companies,
and foreign  exchange  markets are  regulated  differently  from the U.S.  stock
market. Security trading practices abroad may offer less protection to investors
such as the Fund. Since foreign securities  generally may be denominated and pay
interest or dividends in foreign currencies, the value of the assets of the Fund
attributable  to such  investment  as measured  in U.S.  dollars may be affected
favorably or unfavorably by changes in the  relationship  of the U.S.  dollar to
other currency rates. The Fund may incur costs in connection with the conversion
of  foreign  currencies  into U.S.  dollars  and may be  adversely  affected  by
restrictions on the conversion or transfer of foreign  currencies.  In addition,
there may be less publicly  available  information  about foreign companies than
U.S. companies.
    
   
Foreign  securities  markets,  while  growing in volume,  have for the most part
substantially less volume than U.S. securities markets and securities of foreign
companies  are  generally  less  liquid  and at times  their  prices may be more
volatile than securities of comparable U.S. companies.  Foreign stock exchanges,
brokers  and  listed   companies  are  generally   subject  to  less  government
supervision and regulation than those in the U.S. The customary  settlement time
for foreign securities may be longer than the three (3) day customary settlement
time for U.S. securities,  or less frequent than in the U.S., which could affect
the  liquidity  of the Fund's  investments.  The Adviser  and the Sub-  Advisers
monitor the settlement  time for foreign  securities  and take undue  settlement
delays into account in considering investment allocations to specific countries.
Finally,  the expense ratios of  international  funds such as the Fund 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.
    
                                       7

<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 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  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 U.S.  Government  has from  time to time in the past  imposed  restrictions,
through taxation and otherwise, on foreign investments by U.S. investors such as
the Fund. If such restrictions should be reinstituted, it might become necessary
for  the  Fund  to  invest  all  or  substantially  all of its  assets  in  U.S.
securities.  In such event,  the Fund would review its investment  objective and
investment policies to determine whether changes are appropriate.
    
   
The Fund's ability and decisions to purchase or sell portfolio securities may be
affected by laws or regulations  relating to the convertibility and repatriation
of assets.  Because  the shares of the Fund are  redeemable  on a daily basis in
U.S. dollars,  the Fund intends to manage its portfolio so as to give reasonable
assurance that it will be able to obtain U.S. dollars. Under present conditions,
it is not believed that these considerations will have any significant effect on
its portfolio strategy.
    
   
Restricted Securities.  The Fund may purchase securities that are not registered
("restricted  securities")  under  the  Securities  Act of  1933  ("1933  Act"),
including securities offered and sold to "qualified  institutional buyers" under
Rule 144A under the 1933 Act. However, the Fund will not invest more than 15% of
its assets in illiquid investments, which include repurchase agreements maturing
in more  than  seven  days,  securities  that  are not  readily  marketable  and
restricted securities.  However, if the Board of Trustees determines, based upon
a continuing  review of the trading  markets for specific Rule 144A  securities,

                                       8

<PAGE>

that they are liquid,  then such  securities may be purchased  without regard to
the 15% limit. The Trustees may adopt guidelines and delegate to the Adviser the
daily  function of  determining  and  monitoring  the  liquidity  of  restricted
securities.  The  Trustees,  however,  will retain  sufficient  oversight and be
ultimately  responsible  for the  determinations.  The Trustees  will  carefully
monitor the Fund's  investments in these securities,  focusing on such important
factors, among others, as valuation,  liquidity and availability of information.
This  investment  practice  could  have the  effect of  increasing  the level of
illiquidity  in the Fund if  qualified  institutional  buyers  become for a time
uninterested in purchasing these restricted securities.
    
   
The Fund may acquire other restricted  securities including securities for which
market quotations are not readily  available.  These securities may be sold only
in privately  negotiated  transactions  or in public  offerings  with respect to
which  a  registration  statement  is  in  effect  under  the  1933  Act.  Where
registration  is  required,  the Fund may be obligated to pay all or part of the
registration  expenses and a considerable  period may elapse between the time of
the  decision to sell and the time the Fund may be  permitted to sell a security
under an effective  registration  statement.  If, during such a period,  adverse
market conditions were to develop,  the Fund might obtain a less favorable price
than prevailed when it decided to sell.  Restricted securities will be priced at
fair market value as determined in good faith by the Fund's Trustees. If through
the  appreciation of restricted  securities or the  depreciation of unrestricted
securities, the Fund should be in a position where more than 15% of the value of
its assets is invested in illiquid securities  (including  repurchase agreements
which  mature in more than  seven  days),  the Fund will bring its  holdings  of
illiquid securities below the 15% limitation.
    
   
Lending  of  Securities.  The Fund may lend  portfolio  securities  to  brokers,
dealers and financial institutions if the loan is collateralized by cash or U.S.
Government securities according to applicable regulatory requirements.  The Fund
may reinvest  any cash  collateral  in  short-term  securities  and money market
funds.  When the  Fund  lends  portfolio  securities,  there is a risk  that the
borrower may fail to return the  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from liquidating the collateral. It is a
fundamental  policy of the Fund not to lend portfolio  securities having a total
value exceeding 33 1/3% of its total assets.
    
   
Reverse Repurchase  Agreements.  The Fund may also enter into reverse repurchase
agreements  which  involve the sale of U.S.  Government  securities  held in its
portfolio to a bank with an agreement that the Fund will buy back the securities
at a fixed  future  date at a fixed  price plus an agreed  amount of  "interest"
which may be reflected in the repurchase price.  Reverse  repurchase  agreements
are  considered  to be  borrowings by the Fund.  Reverse  repurchase  agreements
involve the risk that the market value of securities  purchased by the Fund with
proceeds  of the  transaction  may  decline  below the  repurchase  price of the
securities  sold by the Fund which it is obligated to repurchase.  The Fund will

                                       9

<PAGE>

also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse  repurchase  agreements,  the Fund will  establish and maintain with the
Fund's  custodian a separate  account  consisting of highly  liquid,  marketable
securities  in an  amount  at  least  equal  to  the  repurchase  prices  of the
securities  (plus any  accrued  interest  thereon)  under  such  agreements.  In
addition,  the Fund will not enter into reverse repurchase  agreements and other
borrowings  exceeding  in the  aggregate  33_% of the market  value of its total
assets.  The Fund  will  enter  into  reverse  repurchase  agreements  only with
federally insured banks or savings and loan  associations  which are approved in
advance  as being  creditworthy  by the  Board  of  Trustees.  Under  procedures
established   by  the  Board  of   Trustees,   the  Adviser   will  monitor  the
creditworthiness of the banks involved.
    
INVESTMENT RESTRICTIONS

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

The Fund may not:
   
     (1) Issue senior securities, except as permitted by paragraphs (2), (6) and
     (7) below.  For  purposes of this  restriction,  the  issuance of shares of
     beneficial  interest in multiple classes or series, the purchase or sale of
     options,  futures contracts and options on futures  contracts,  and forward
     foreign exchange contracts,  forward commitments and repurchase  agreements
     entered into in accordance  with the Fund's  investment  policies,  and the
     pledge,  mortgage or  hypothecation of the Fund's assets within the meaning
     of paragraph (3) below, are not deemed to be senior securities.
    
     (2)  Borrow   money,   except  from  banks  as  a  temporary   measure  for
     extraordinary  emergency  purposes  in amounts not to exceed 33 1/3% of the
     Fund's total assets  (including the amount borrowed) taken at market value.
     The Fund will not use leverage to attempt to increase income. The Fund will
     not  purchase  securities  while  outstanding  borrowings  exceed 5% of the
     Fund's total assets.

                                       10

<PAGE>

     (3)  Pledge,   mortgage  or  hypothecate  its  assets,   except  to  secure
     indebtedness  permitted  by  paragraph  (2)  above  and  then  only if such
     pledging, mortgaging or hypothecating does not exceed 33 1/3% of the Fund's
     total assets taken at market value.

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

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

     (6) Make loans,  except that the Fund (1) may lend portfolio  securities in
     accordance with the Fund's investment  policies up to 33 1/3% of the Fund's
     total assets taken at market value,  (2) enter into repurchase  agreements,
     and (3) purchase all or a portion of an issue of publicly  distributed debt
     securities,   bank  loan  participation  interests,  bank  certificates  of
     deposits, bankers' acceptances,  debentures or other securities, whether or
     not the purchase is made upon the original issuance of the securities.

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

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

     (9) Purchase securities of an issuer (other than the U.S.  Government,  its
     agencies or instrumentalities), if

     (i) such purchase would cause more than 5% of the Fund's total assets taken
     at market value to be invested in the securities of such issuer, or

     (ii)  such  purchase  would  at the  time  result  in more  than 10% of the
     outstanding voting securities of such issuer being held by the Fund.

                                       11

<PAGE>

Non-Fundamental Investment Restrictions

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

The Fund may not:

     (a)  Participate  on a joint or  joint-and-several  basis in any securities
     trading  account.  The  "bunching"  of orders for the sale or  purchase  of
     marketable portfolio securities with other accounts under the management of
     the Adviser or the  Sub-Advisers  to save  commissions or to average prices
     among them is not deemed to result in a joint securities trading account.

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

     (c) Knowingly  purchase or retain securities of an issuer if one or more of
     the  Trustees  or  officers  of the Trust or  directors  or officers of the
     Adviser or Sub-  Advisers or any  investment  management  subsidiary of the
     Adviser or Sub- Advisers individually owns beneficially more than 0.5%, and
     together own beneficially more than 5%, of the securities of such issuer.
   
     (d)  Purchase a security  if, as a result,  (i) more than 10% of the Fund's
     total  assets  would be  invested  in the  securities  of other  investment
     companies,  (ii) the Fund would hold more than 3% of the total  outstanding
     voting securities of any one investment  company,  or (iii) more than 5% of
     the Fund's  total  assets  would be invested in the  securities  of any one
     investment company. These limitations do not apply to (a) the investment of
     cash collateral, received by the Fund in connection with lending the Fund's
     portfolio securities, in the securities of open-end investment companies or
     (b) the purchase of shares of any investment  company in connection  with a
     merger,  consolidation,  reorganization or purchase of substantially all of
     the assets of another investment  company.  Subject to the above percentage
     limitations,  the Fund may, in  connection  with the John Hancock  Group of
     Funds  Deferred  Compensation  Plan  for  Independent   Trustees/Directors,
     purchase  securities of other investment  companies within the John Hancock
     Group of Funds. In addition, as a nonfundamental restriction,  the Fund may
     not purchase the shares of any closed-end  investment company except in the
     open market where no  commission  or profit to a sponsor or dealer  results
     from the purchase, other than customary brokerage fees.
    
                                       12

<PAGE>

     (e) Purchase securities of any issuer which, together with any predecessor,
     has a record of less than three years'  continuous  operations prior to the
     purchase if such purchase  would cause  investments of the Fund in all such
     issuers to exceed 5% of the value of the total assets of the Fund.

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

     (g)  Purchase  warrants of any issuer,  if, as a result of such  purchases,
     more than 2% of the value of the Fund's  total  assets would be invested in
     warrants  which  are not  listed  on the New  York  Stock  Exchange  or the
     American Stock Exchange or more than 5% of the value of the total assets of
     the Fund would be invested in warrants generally, whether or not so listed.
     For these  purposes,  warrants  are to be  valued at the  lesser of cost or
     market, but warrants acquired by the Fund in units with or attached to debt
     securities shall be deemed to be without value.

     (h) Purchase interests in oil, gas or other mineral  exploration  programs;
     however,  this policy will not prohibit the  acquisition  of  securities of
     companies  engaged in the production or  transmission of oil, gas, or other
     minerals.

     (i) Purchase any security,  including any repurchase  agreement maturing in
     more than seven days, which is not readily marketable,  if more than 15% of
     the net assets of the Fund taken at market value, would be invested in such
     securities.  (The staff of the Securities and Exchange Commission considers
     over-the-counter  options  to be  illiquid  securities  subject  to the 15%
     limit).

In order to  permit  the sale of  shares  of the  Fund in  certain  states,  the
Trustees  may,  in their  sole  discretion,  adopt  restrictions  or  investment
policies  more  restrictive  than those  described  above.  Should the  Trustees
determine  that  any such  more  restrictive  policy  is no  longer  in the best
interests of the Fund and its  shareholders,  the Fund may cease offering shares
in the state  involved  and the  Trustees  may revoke such  restrictive  policy.
Moreover,  if the states  involved shall no longer require any such  restrictive
policy, the Trustees may, in their sole discretion, revoke such policy.

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

Nothing in the foregoing investment restrictions shall be deemed to prohibit the
Fund from  purchasing the  securities of any issuer  pursuant to the exercise of
subscription  rights distributed to the Fund by the issuer,  except that no such

                                       13

<PAGE>

purchase  may be made if as a result,  the Fund will no longer be a  diversified
investment company as defined in the Investment Company Act or will fail to meet
the  diversification  requirements for a regulated  investment company under the
Internal  Revenue Code of 1986,  as amended.  Japanese  corporations  frequently
issue  additional  capital stock by means of  subscription  rights  offerings to
existing  shareholders at a price  substantially  below the market prices of the
shares.  The failure to exercise such rights would result in the Fund's interest
in the issuing  company  being  diluted.  The market for such rights is not well
developed in all cases and,  accordingly,  the Fund may not always  realize full
value on the sale of rights. Therefore, the exception applies in cases where the
limits  set  forth  in  the  investment  restrictions  in the  Prospectus  would
otherwise  be exceeded as a result of  fluctuations  in the market  value of the
Fund's portfolio securities with the result that the Fund would be forced either
to sell  securities  at a time when it might not  otherwise  have done so, or to
forego exercising the rights.

RATINGS
   
The Fund's  investments in debt securities  must be in obligations  rated Baa or
better  by  Moody's  Investor  Services,  Inc.  ("Moody's")  or BBB or better by
Standard  & Poor's  Ratings  Group  ("Standard  & Poor's")  or be of  comparable
quality in the  judgment of the Adviser or a  Sub-Adviser  if no rating has been
assigned by either service.
    
   
Moody's describes its four highest ratings for corporate bonds as follows:
    
"Bonds which are rated Aaa are judged to be of the best quality.  They carry the
smallest degree of investment risk and are generally referred to as 'gilt edge'.
Interest payments are protected by a large or by an exceptionally  stable margin
and  principal is secure.  While the various  protective  elements are likely to
change,  such  changes  as can be  visualized  are most  unlikely  to impair the
fundamentally strong position of such issues.

"Bonds  which are rated Aa are judged to be of high  quality  by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long term risks appear somewhat larger than in Aaa securities.

"Bonds which are rated A possess many favorable investment attributes and are to
be  considered as upper medium grade  obligations.  Factors  giving  security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future."
   
"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

                                       14

<PAGE>

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.
    
   
Standard & Poor's  describes  its four highest  ratings for  corporate  bonds as
follows:
    
     "AAA.  Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

     "AA.  Debt rated AA has a very strong  capacity to pay  interest  and repay
principal and differs from the higher rated issues only in small degree.

     "A. Debt rated A has a strong  capacity to pay interest and repay principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories."
   
     "BBB.  Bonds rated BBB are  regarded as having an adequate  capacity to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
    
THOSE RESPONSIBLE FOR MANAGEMENT
   
The  business  of the Fund is managed by the  Trustees  of the Trust,  who elect
officers who are responsible  for the day-to-day  operations of the Fund and who
execute  policies  formulated  by the  Trustees.  Several  of the  officers  and
Trustees of the Trust are also officers or directors of the Adviser, or officers
or directors of the Fund's  principal  distributor,  John  Hancock  Funds,  Inc.
("John Hancock Funds").
    
The  following  table sets forth the  principal  occupation or employment of the
Trustees and principal officers of the Trust during the past five years:






                                       15
<PAGE>

<TABLE>
<CAPTION>

   

Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years    
- -----------------                  ----------                         -------------------    
<S>                                <C>                                <C>
*Edward J. Boudreau, Jr.           Chairman (3,4)                     Chairman and Chief Executive       
101 Huntington Avenue                                                 Officer, the Adviser and The       
Boston, MA  02199                                                     Berkeley Financial Group ("The     
October 1944                                                          Berkeley Group"); Chairman, NM     
                                                                      Capital Management, Inc. ("NM      
                                                                      Capital"); John Hancock Advisers   
                                                                      International Limited; ("Advisers  
                                                                      International"); John Hancock      
                                                                      Funds, Inc., ("John Hancock        
                                                                      Funds"); John Hancock Investor     
                                                                      Services Corporation ("Investor    
                                                                      Services"), Transamerica Fund      
                                                                      Management Company ("TFMC") and    
                                                                      Sovereign Asset Management         
                                                                      Corporation ("SAMCorp");           
                                                                      (hereinafter the Adviser, the      
                                                                      Berkeley Group, NM Capital,        
                                                                      Advisers International, John       
                                                                      Hancock Funds, Investor Services   
                                                                      and SAMCorp are collectively       
                                                                      referred to as the "Affiliated     
                                                                      Companies"); Chairman, First       
                                                                      Signature Bank & Trust; Director,  
                                                                      John Hancock Freedom Securities    
                                                                      Corp., John Hancock Capital Corp., 
                                                                      New England/Canada Business        
                                                                      Council; Member, Investment Company
                                                                      Institute Board of Governors;      
                                                                      Director, Asia Strategic Growth    
                                                                      Fund, Inc.; Trustee, Museum of     
                                                                      Science; President, the Adviser    
                                                                      (until July 1992); Chairman, John  
                                                                      Hancock Distributors, Inc.         
                                                                      ("Distributors") until April 1994. 
                                                                          
                                       16
<PAGE>

   

Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years    
- -----------------                  ----------                         -------------------    

Dennis S. Aronowitz                Trustee (1,2)                      Professor of Law, Boston University
Boston University                                                     School of Law; Trustee, Brookline  
Boston, Massachusetts                                                 Savings Bank.                      
June 1931                                                             

Richard P. Chapman, Jr.            Trustee (1,2)                      President, Brookline Savings Bank. 
160 Washington Street                                                 Director, Federal Home Loan Bank of
Brookline, Massachusetts                                              Boston (lending); Director, Lumber 
February 1935                                                         Insurance Companies (fire and      
                                                                      casualty insurance); Trustee,      
                                                                      Northeastern University            
                                                                      (education); Director, Depositors  
                                                                      Insurance Fund, Inc. (insurance).  

William J. Cosgrove                Trustee (1,2)                      Vice President, Senior Banker and  
20 Buttonwood Place                                                   Senior Credit Officer, Citibank,   
Saddle River, New Jersey                                              N.A. (retired September 1991);     
January 1933                                                          Executive Vice President, Citadel  
                                                                      Group Representatives, Inc.; EVP   
                                                                      Resource Evaluation Inc.           
                                                                      (consulting, October 1991 - October
                                                                      1993); Trustee, the Hudson City    
                                                                      Savings Bank (until October 1995). 
                                                                      
                                                 
                                             
                                             
                                             
                                             
                                       17
<PAGE>

   

Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years    
- -----------------                  ----------                         -------------------    

Douglas M. Costle                  Trustee (1,2,3)                    Director, Chairman of the Board and
RR2 Box 480                                                           Distinguished Senior Fellow,       
Woodstock, Vermont  05091                                             Institute for Sustainable          
July 1939                                                             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    
                                                                      MITRE Corporation (governmental    
                                                                      consulting services).              

Leland O. Erdahl                   Trustee (1,2)                      Director of Santa Fe Ingredients   
9449 Navy Blue Court                                                  Company of California, Inc. and    
Las Vegas, NV  89117                                                  Santa Fe Ingredients Company, Inc. 
December 1928                                                         (private food processing           
                                                                      companies); Director of Uranium    
                                                                      Resources, Inc.; President of      
                                                                      Stolar, Inc. (from 1987-1991) and  
                                                                      President of Albuquerque Uranium   
                                                                      Corporation (from 1985-1992);      
                                                                      Director of Freeport-McMoRan Copper
                                                                      & Cold Company Inc., Hecla Mining  
                                                                      Company, Canyon Resources          
                                                                      Corporation and Original Sixteen to
                                                                      One Mine, Inc. (from 1984-1987 and 
                                                                      from 1991 to 1995) (management     
                                                                      consultant).                       

Richard A. Farrell                 Trustee (1,2)                      President of Farrell, Healer & Co.,
Farrell, Healer & Company, Inc.                                       (venture capital management firm)  
160 Federal Street -- 23rd Floor                                      (since 1980); Prior to 1980, headed
Boston, MA  02110                                                     the venture capital group at Bank  
November 1932                                                         of Boston Corporation.             

Gail D. Fosler                     Trustee (1,2)                      Vice President and Chief Economist,
4104 Woodbine Street                                                  The Conference Board (non-profit   
Chevy Chase, MD                                                       economic and business research).   
December 1947                                                         
                                                                      
    
                                       18
<PAGE>

   

Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years    
- -----------------                  ----------                         -------------------    

William F. Glavin                  Trustee (1,2)                      President, Babson College; Vice    
Babson College                                                        Chairman, Xerox Corporation until  
Horn Library                                                          June 1989; Director, Caldor Inc.,  
Babson Park, MA 02157                                                 Reebok, Ltd. (since 1994), and Inco
March 1931                                                            Ltd.                               

Dr. John A. Moore                  Trustee (1,2)                      President and Chief Executive    
Institute for Evaluating                                              Officer, Institute for Evaluating
 Health Risks                                                         Health Risks, (nonprofit         
1101 Vermont Avenue N.W.                                              institution) ( since September   
Suite 608                                                             1989).                           
Washington, DC  20005                                                 
February 1939

Patti McGill Peterson              Trustee (1,2)                      President, St. Lawrence University;
St. Lawrence University                                               Director, Niagara Mohawk Power     
110 Vilas Hall                                                        Corporation and Security Mutual    
Canton, NY  13617                                                     Life.                              
May 1943                                                              

John W. Pratt                      Trustee (1,2)                      Professor of Business         
2 Gray Gardens East                                                   Administration at Harvard     
Cambridge, MA  02138                                                  University Graduate School of 
September 1931                                                        Business Administration (since
                                                                      1961).                        
                                                                          

                                             
                                             
                                             
                                             
                                             
                                       19
<PAGE>

   

Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years    
- -----------------                  ----------                         -------------------    

*Richard S. Scipione               Trustee (3)                        General Counsel, the Life Insurance
John Hancock Place                                                    Company; Director, the Adviser, the
P.O. Box 111                                                          Affiliated Companies, John Hancock 
Boston, Massachusetts                                                 Distributors, Inc., JH Networking  
August 1937                                                           Insurance Agency, Inc., John       
                                                                      Hancock Subsidiaries, Inc.,        
                                                                      SAMCorp, NM Capital and John       
                                                                      Hancock Property and Casualty      
                                                                      Insurance and its affiliates (until
                                                                      November, 1993); Trustee; The      
                                                                      Berkeley Group;                    

Edward J. Spellman, CPA            Trustee (1,2,4)                    Partner, KPMG Peat Marwick LLP
259C Commercial Bld.                                                  (retired June 1990).          
Lauderdale, FL                                                        
November 1932

Anne C. Hodsdon                    Trustee and President              President and Chief Operating      
101 Huntington Avenue              (3)(4)                             Officer, the Adviser; Executive    
Boston, MA  02199                                                     Vice President, the Adviser (until 
April 1953                                                            December 1994); Senior Vice        
                                                                      President; the Adviser (until      
                                                                      December 1993); Vice President, the
                                                                      Adviser, 1991.                     
    
</TABLE>
The executive  officers of the Trust and their principal  occupations during the
past five years are set forth below.  Unless otherwise  indicated,  the business
address of each is 101 Huntington Avenue, Boston, Massachusetts 02199.
<TABLE>
<CAPTION>

   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Registrants                   During Past 5 Years    
- -----------------                  ----------------                   -------------------    
<S>                                <C>                                <C>
Robert G. Freedman                 Vice Chairman and Chief            Vice Chairman and Chief Investment
July 1938                          Investment Officer (4)             Officer, the Adviser; President   
                                                                      (until December 1994).            
    
                                       20
<PAGE>

   

James B. Little                    Senior Vice President,             Senior Vice President, the Adviser.
February 1935                      Chief Financial Officer            

John A. Morin                      Vice President                     Vice President, the Adviser.
July 1950                                                             

Susan S. Newton                    Vice President and                 Vice President and Assistant
March 1950                         Secretary                          Secretary, the Adviser.     

James J. Stokowski                 Vice President and                 Vice President, the Adviser.
November 1946                      Treasurer         
</TABLE>                                   
     

















                                       21
<PAGE>

   
- ----------

*    Trustee may be deemed to be an "interested person" of the Trust as defined
     in the Investment Company Act of 1940.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.

     As of May 31, 1996, the officers and Trustees of the Trust as a group owned
less than 1% of the  outstanding  shares of the Fund.  To the  knowledge  of the
Trust,  only the following  person owned of record or beneficially 5% or more of
any class of the Fund's outstanding securities:
    
   
                                                            Percentage of
                                                             Outstanding 
Name and Address                Class        Shares           Shares of  
 of Shareholder               of Shares      Owned          Class of Fund
 --------------               ---------      -----          -------------
                                                       

Merrill Lynch Pierce           Class B      358,353             15.51%
Fenner & Smith, Inc.                         
4800 Deerlake Dr. East
Jacksonville, FL 32246-6484
    
   
     All of the  officers  listed are  officers or  employees  of the Adviser or
affiliated  companies.  Some of the  Trustees  and officers may also be officers
and/or directors and/or trustees of one or more of the other funds for which the
Adviser serves as investment adviser.
    
   
     The following table provides information regarding the compensation paid by
the Fund and the other investment  companies in the John Hancock Fund Complex to
the Independent  Trustees for their services.  Ms. Hodsdon and Messrs.  Boudreau
and Scipione,  each a non-Independent  Trustee,  and each of the officers of the
Funds are interested persons of the Adviser,  are compensated by the Adviser and
receive no compensation  from the Fund for their services.  The  compensation to
the  Trustees  from the Fund  shown  below is for the Fund's  fiscal  year ended
August 31, 1995.  Those Trustees listed below who received no compensation  from
the Fund for such year first became Trustees of the Trust on June 26, 1996.
    
                                       22
<PAGE>
   
                                                        Total Compensation    
                               Aggregate               From All Funds in John 
                           Compensation From           Hancock Fund Complex to
Independent Trustees           the Fund                    Trustees(*)        
- --------------------           --------                    -----------        
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 J. Spellman                858                        61,050
Douglas M. Costle                 ---                        41,750
Leland O. Erdahl                  ---                        41,750
Richard A. Farrell                ---                        43,250
William F. Glavin+                ---                        37,500
John A. Moore                     ---                        41,750
Patti McGill Peterson             ---                        41,750
John W. Pratt                     ---                        41,750
                               ------                      --------
                                5,149                       655,100


*    Total compensation paid by the John Hancock Fund Complex to the Independent
     Trustees is for the calendar  year ended  December 31, 1995.  On this date,
     there were 61 funds in the John Hancock  Fund  Complex.  Messrs.  Aronwitz,
     Chapman,  Cosgrove, Henry and Spellman and Ms. Fosler served 16 and Messrs.
     Costle, Erdahl, Farrell, Glavin, Moore and Pratt and Ms. Peterson served 12
     of these funds.

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

+    On December 31, 1995, the value of the aggregate deferred compensation from
     all funds in the John Hancock Fund Complex for Mr. Chapman was $54,681, for
     Mr. Cosgrove was $54,243 and for Mr. Glavin was $32,061.
    

INVESTMENT ADVISORY AND OTHER SERVICES

     The  Fund  receives  its  investment   advice  from  the  Adviser  and  the
Sub-Advisers.  Investors  should  refer  to  the  Prospectus  and  below  for  a
description of certain information concerning the investment management contract
and the sub-investment management contracts.

                                       23

<PAGE>

Each  of the  Trustees  and  principal  officers  of the  Trust  who is  also an
affiliated  person of the Adviser or the  Sub-Advisers is named above,  together
with the  capacity  in which  such  person is  affiliated  with the Fund and the
Adviser or the Sub-Advisers.
   
The Trust,  on behalf of the Fund,  has entered  into an  investment  management
contract with the Adviser. Under the investment management contract, the Adviser
provides the Fund with (i) a continuous investment program,  consistent with the
Fund's stated  investment  objective and policies,  and (ii)  supervision of all
aspects of the Fund's operations except those that are delegated to a custodian,
transfer agent or other agent.
    
   
The Adviser has entered  into a  sub-investment  management  contract  with each
Sub-Adviser under which the Sub-Advisers,  subject to the review of the Trustees
and the overall  supervision of the Adviser,  are  responsible for providing the
Fund with  advice  with  respect  to that  portion  of the  assets  invested  in
countries other than the U.S. and Canada.
    
Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory clients for which the Adviser, a Sub-Adviser or any of their respective
affiliates   provides  investment  advice.   Because  of  different   investment
objectives or other factors, a particular security may be bought for one or more
funds or clients  when one or more other  funds or clients  are selling the same
security.  If opportunities for purchase or sale of securities by the Adviser or
the  Sub-Advisers  for the Fund or for  other  funds or  clients  for  which the
Adviser or a Sub-Adviser renders investment advice arise for consideration at or
about the same time,  transactions  in such  securities  will be made insofar as
feasible,  for the respective  funds or clients in a manner deemed  equitable to
all of them. To the extent that  transactions  on behalf of more than one client
of the  Adviser,  a  Sub-Adviser  or its  affiliate  may increase the demand for
securities  being purchased or the supply of securities being sold, there may be
an adverse effect on price.

No  person,  other  than the  Adviser,  the  Sub-Advisers  and their  respective
directors and employees  regularly  furnishes advice to the Fund with respect to
the desirability of the Fund's investing in,  purchasing or selling  securities.
The Adviser and the Sub- Advisers may from time to time receive  statistical  or
other similar factual  information,  and information  regarding general economic
factors and trends, from the Life Company and its affiliates.
   
All  expenses  which  are not  specifically  paid by the  Adviser  and which are
incurred in the operation of the Fund  (including  fees of Trustees of the Trust
who are not  "interested  persons,"  as such term is defined  in the  Investment
Company Act, but excluding certain distribution-related  expenses required to be
paid by the Adviser or John Hancock Funds),  and the continuous  public offering
of the  shares  of the  Fund are  borne by the  Fund.  Class  expenses  properly

                                       24

<PAGE>

allocable to either Class A or Class B shares will be borne  exclusively by such
class of shares, subject to conditions the Internal Revenue Service imposes with
respect to multiple class structures.
    
As provided by the  investment  management  contract,  the Fund pays the Adviser
monthly an investment  management fee, which is based on a stated  percentage of
the Fund's average daily net assets as follows:

          Net Asset Value                         Annual Rate
          ---------------                         -----------
          First $200,000,000                          0.80%
          Amount over $200,000,000                    0.70%

From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's expenses to a specified percentage of average daily net assets.
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  annual  expenses
fall below this limit.
   
On August 31, 1995, the net assets of the Fund were $51,784,889.  The investment
management fee paid by the Fund is higher than the fee paid by most mutual funds
but is  comparable  to the fee paid by similar  funds which invest  primarily in
international  securities.  During the years ended August 31, 1995 and 1994, the
Fund paid the Adviser fees in the amount of $430,725 and $307,356, respectively.
For the year ended  August 31, 1993 the  management  fee was  $47,408  which the
Adviser reduced to 0.
    
The Adviser pays JHAI a quarterly management fee at the annual rate as follows:

          Net Asset Value                         Annual Rate
          ---------------                         -----------
          First $200,000,000                         0.50%
          Amount over $200,000,000                 0.4375%

   
The Fund is not responsible for paying JHAI's fee. As of September 1, 1994, JHAI
limited its fee to 0.05% of average daily net assets.
    
The  Adviser  pays IAAL a fee at the annual  rate equal to (a) .30% of the first
$100 million of the Fund's average daily net assets managed by IAAL 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 IAAL:

             Net Assets                           Percentage of Gross
          Managed by IAAL                           Management Fee   
          ---------------                           --------------   
More than $100 million up to $250 million                 40%
More than $250 million                                    50%

                                       25

<PAGE>

The Fund is not responsible for paying IAAL's fee.

If the total of all ordinary  business  expenses of the Fund for any fiscal year
exceeds  limitations  prescribed  in any  state in which  shares of the Fund are
qualified for sale, the fee payable to the Adviser will be reduced to the extent
required  by these  limitations.  At this time,  the most  restrictive  limit on
expenses  imposed by a state  requires that expenses  charged to the Fund in any
fiscal year may not exceed 2 1/2% of the first $30,000,000 of the Fund's average
net  assets,  2% of the next  $70,000,000  of such net  assets and 1 1/2% of the
remaining  average net assets.  When  calculating the above limit,  the Fund may
exclude interest, brokerage commissions and extraordinary expenses.
   
Pursuant to their respective management contracts,  the Adviser and Sub-Advisers
are not  liable  for any error of  judgment  or  mistake  of law or for any loss
suffered  by the Fund in  connection  with the  matters  to which the  contracts
relate,  except a loss  resulting from willful  misfeasance,  bad faith or gross
negligence  on the part of the Adviser or  Sub-Advisers  in the  performance  of
their duties or from reckless  disregard by them of their obligations and duties
under the applicable contract.
    
   
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was  organized in 1968 and  presently  has more than $18 billion in assets under
management  in its  capacity  as  investment  adviser  to the Fund and the other
mutual funds and publicly traded investment  companies in the John Hancock group
of funds having a combined total of over approximately  1,080,000  shareholders.
The Adviser is an affiliate of the Life Company,  one of the most recognized and
respected  financial  institutions  in  the  nation.  With  total  assets  under
management of more than $80 billion, the Life Company is one of ten largest life
insurance companies in the United States, and carries high ratings from Standard
& Poor's and A.M.  Best's.  Founded in 1862,  the Life  Company has been serving
clients for over 130 years.
    
   
JHAI,  with offices  located at 34 Dover Street,  London,  England W1X 3RA, is a
wholly  owned  subsidiary  of the  Adviser  and was  formed  in 1987 to  provide
international investment research and advisory services to U.S.
institutional clients.
    
IAAL is a Hong-Kong based  investment  adviser  located at One Exchange  Square,
Suite 2606-2608, Hong Kong.

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

                                       26

<PAGE>

limited to any investment company of which the Life Company or any subsidiary or
affiliate  thereof  or any  successor  to the  business  of  any  subsidiary  or
affiliate thereof shall be the investment adviser.
   
The investment management contract, the sub-investment management contracts, and
the distribution  contract discussed below, continue in effect from year to year
if  approved  annually  by  vote  of a  majority  of the  Trustees  who  are not
interested  persons of one of the parties to the  contract,  cast in person at a
meeting  called for the  purpose of voting on such  approval,  and by either the
Trustees  or  the  holders  of a  majority  of  the  Fund's  outstanding  voting
securities. Each of these contracts automatically terminates upon assignment and
may be  terminated  without  penalty on 60 days'  notice at the option of either
party to the  respective  contract or by vote of a majority  of the  outstanding
voting securities of the Fund.
    
DISTRIBUTION CONTRACT
   
The Fund has entered into a distribution contract with John Hancock Funds. Under
the  contract,  John Hancock  Funds is obligated to use its best efforts to sell
shares of each class of the Fund.  Shares of the Fund are also sold by  selected
broker-dealers  (the "Selling  Brokers")  which have entered into selling agency
agreements  with John Hancock  Funds.  John Hancock Funds accepts orders for the
purchase  of the shares of the Fund which are  continually  offered at net asset
value next determined,  plus any applicable sales charge. In connection with the
sale of Class A or Class B  shares,  John  Hancock  Funds  and  Selling  Brokers
receive compensation in the form of a sales charge imposed, in the case of Class
A shares,  at the time of sale or, in the case of Class B shares,  on a deferred
basis. Upon notice to all Selling Brokers,  John Hancock Funds may allow them up
to the full  applicable  sales charge during  periods  specified in such notice.
During these periods,  Selling  Brokers may be deemed to be underwriters as that
term is defined in the 1933 Act. The sales charges are discussed  further in the
Prospectus.
    
   
The Fund's Trustees adopted Distribution Plans with respect to Class A and Class
B shares  (together,  the "Plans")  pursuant to Rule 12b-1 under the  Investment
Company Act. Under the Plans, the Fund will pay distribution and service fees at
an aggregate annual rate of up to 0.30% and 1.00%,  respectively,  of the Fund's
daily net assets  attributable to shares of that class.  However,  the amount of
the service  fee will not exceed  0.25% of the Fund's  average  daily net assets
attributable  to each class of shares.  In accordance  with  generally  accepted
accounting  principles,  the  Fund  does  not  treat  unreimbursed  distribution
expenses  attributable to Class B shares as a liability of the Fund and does not
reduce the current net assets of Class B by such amount, although the amount may
be payable under the Class B Plan in the future.
    
   
Under the Plans,  expenditures  shall be  calculated  and accrued daily and paid
monthly or at such other intervals as the Trustees shall determine.  The fee may
be spent by John Hancock  Funds on  Distribution  Expenses or Service  Expenses.
"Distribution Expenses" include any activities or expenses primarily intended to

                                       27

<PAGE>

result in the sale of shares of the relevant class of the Fund,  including,  but
not limited to: (i) initial and ongoing sales  compensation  to Selling  Brokers
and others  (including  affiliates of John Hancock Funds) engaged in the sale of
Fund shares;  (ii)  marketing,  promotional  and overhead  expenses  incurred in
connection with the distribution of Fund shares; and (iii) with respect to Class
B shares only, interest expenses on unreimbursed payments made to, or on account
of, account executives of selected broker-dealers  (including affiliates of John
Hancock Funds) and others who furnish personal and account maintenance  services
to  shareholders  of the relevant  class of the Fund.  For the fiscal year ended
August 31, 1995, an aggregate of $749,799 of  Distribution  Expenses of 6.06% of
the  average  net assets of the  Fund's  Class B shares  was not  reimbursed  or
recovered by John Hancock Funds through the receipt of deferred sales charges or
Rule 12b-1 fees in prior periods.
    
Pursuant to the Plans, at least quarterly,  John Hancock Funds provides the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which these  expenditures  were made. The Trustees review these reports on a
quarterly  basis.  During the fiscal year ended August 31, 1995,  the Funds paid
John Hancock Funds the following amounts of expenses with respect to the Class A
and Class B shares of the Fund:
<TABLE>
<CAPTION>
   
                                                  Expense Items
                                                  -------------

                                     Printing and
                                     Mailing of  
                                     Prospectuses                                        Interest, Carrying
                                     to New          Expenses of      Compensation to    or Other Finance  
                    Advertising      Shareholders    Distributors     Selling Brokers    Charges           
                    -----------      ------------    ------------     ---------------    -------           
<S>                      <C>            <C>              <C>               <C>                 <C>
Class A shares        $25,615          $2,797          $50,990            $45,003            $     0
Class B shares        $ 6,498          $  486          $11,090            $93,804            $11,846
</TABLE>
    

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

                                       28

<PAGE>

Trustees  concluded  that, in their judgment,  there is a reasonable  likelihood
that the Plans will benefit the holders of the applicable class of shares of the
Fund.
   
When the Trust  seeks an  Independent  Trustee to fill a vacancy or as a nominee
for election by  shareholders,  the selection or  nomination of the  Independent
Trustee is, under  resolutions  adopted by the Trustees  contemporaneously  with
their  adoption of the Plans,  committed to the  discretion  of the Committee on
Administration  of the Trustees.  The members of the Committee on Administration
are all Independent  Trustees and are identified in this Statement of Additional
Information under the heading "Those Responsible for Management."
    
NET ASSET VALUE
   
For purposes of  calculating  the net asset value ("NAV") of the Fund's  shares,
the following procedures are utilized wherever applicable.
    
Debt investment  securities are valued on the basis of valuations furnished by a
principal  market maker or a pricing  service,  both of which generally  utilize
electronic  data  processing  techniques  to  determine  valuations  for  normal
institutional  size trading units of debt securities  without exclusive reliance
upon quoted prices.

Equity  securities  traded on a  principal  exchange or NASDAQ  National  Market
Issues  are  generally  valued  at last  sale  price  on the  day of  valuation.
Securities  in the  aforementioned  category for which no sales are reported and
other  securities  traded  over-the-counter  are  generally  valued  at the last
available bid price.

Short-term debt investments  which have a remaining  maturity of 60 days or less
are generally  valued at amortized  cost which  approximates  market  value.  If
market  quotations are not readily available or if in the opinion of the Adviser
any  quotation or price is not  representative  of true market  value,  the fair
value  of the  security  may be  determined  in good  faith in  accordance  with
procedures approved by the Trustees.
   
Any assets or liabilities expressed in terms of foreign currencies are
translated into U.S. dollars by the custodian bank based on London currency
exchange quotations as of 5:00 p.m., London time (12:00 noon, New York time) on
the date of any determination of the Fund's NAV. If quotations are not readily
available, or the value has been materially affected by events occurring after
the closing of a foreign market, assets are valued by a method that the Trustees
believe accurately reflects fair value.
    
   
Foreign securities are valued on the basis of quotations from the primary market
in which they are traded.
    
   
A Fund will not price its  securities on the following  national  holidays:  New
Year's Day; President's Day; Good Friday;  Memorial Day; Independence Day; Labor
Day;  Thanksgiving Day; and Christmas Day. On any day an international market is
closed and the New York Stock Exchange is open, any foreign  securities  will be
valued at the prior day's close with the current day's exchange rate. Trading of
foreign  securities  may take place on Saturdays and U.S.  business  holidays on
which the  Fund's NAV is not  calculated.  Consequently,  the  Fund's  portfolio

                                       29

<PAGE>

securities  may trade and the NAV of the  Fund's  redeemable  securities  may be
significantly affected on days when a shareholder has no access to the Fund.
    
INITIAL SALES CHARGE ON CLASS A SHARES
   
Class A shares of the Fund are offered at a price equal to their net asset value
plus a sales charge which, at the option of the purchaser, may be imposed either
at the  time of  purchase  (the  "initial  sales  charge  alternative")  or on a
contingent  deferred  basis (the  "deferred  sales charge  alternative").  Share
certificates  will not be issued unless requested by the shareholder in writing,
and then they will only be issued for full  shares.  The  Trustees  reserve  the
right to change or waive  the  Fund's  minimum  investment  requirements  and to
reject any order to purchase shares (including purchase by exchange) when in the
judgment of the Adviser such rejection is in the Fund's best interest.
    
   
The sales  charges  applicable  to  purchases of shares of Class A shares of the
Fund are  described  in the  Prospectus.  Methods of  obtaining a reduced  sales
charge referred to generally in the Prospectus are described in detail below. In
calculating the sales charge  applicable to current  purchases of Class A shares
of the Fund,  the investor is entitled to cumulate  current  purchases  with the
greater of the current  value (at  offering  price) of the Class A shares of the
Fund, owned by the investor,  or, if John Hancock Investor  Services  ("Investor
Services") is notified by the  investor's  dealer or the investor at the time of
the purchase, the cost of the Class A shares owned.
    
Combined  Purchases.  In calculating the sales charge applicable to purchases of
Class A shares made at one time,  the purchases  will be combined if made by (a)
an  individual,  his or her  spouse  and  their  children  under  the age of 21,
purchasing  securities  for his or their own  account,  (b) a  trustee  or other
fiduciary  purchasing for a single trust,  estate or fiduciary account,  and (c)
certain groups of four or more  individuals  making use of salary  deductions or
similar  group  methods of payment  whose funds are combined for the purchase of
mutual fund shares.  Further  information  about combined  purchases,  including
certain  restrictions  on combined group  purchases,  is available from Investor
Services or a Selling Broker's representative.
   
Without Sales Charge.  Class A shares may be offered  without a front-end  sales
charge or CDSC to various individuals and institutions as follows:

o    Any state, county or any instrumentality,  department, authority, or agency
     of these  entities that is prohibited  by applicable  investment  laws from
     paying  a sales  charge  or  commission  when it  purchases  shares  of any
     registered investment management company.
    
                                       30

<PAGE>

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

o    A Trustee or officer of the Trust; a Director or officer of the Adviser and
     its affiliates or Selling Brokers;  employees or sales  representatives  of
     any of the foregoing;  retired  officers,  employees or Directors of any of
     the foregoing; a member of the immediate family (spouse,  children, mother,
     father,  sister,  brother,  mother-in-law,  father-in-law)  of  any  of the
     foregoing;  or any fund, pension,  profit sharing or other benefit plan for
     the individuals  described above. o A broker,  dealer,  financial  planner,
     consultant  or  registered  investment  advisor  that has  entered  into an
     agreement  with John Hancock Funds  providing  specifically  for the use of
     Fund shares in fee-based  investment products or services made available to
     their clients.

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

o    A member of an approved affinity group financial services plan.

o    Existing  full service  clients of the Life 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.
     However,  if the shares are redeemed  within 12 months after the end of the
     calendar year in which the purchase was made, a CDSC will be imposed at the
     following rate:

          Amount Invested                         CDSC Rate
          ---------------                         ---------

          $1 million to $4,999,999                  1.00%
          Next $5 million to $9,999,999             0.50%
          Amounts of $10 million and over           0.25%
    
Accumulation Privilege.  Investors (including investors combining purchases) who
are already Class A shareholders  may also obtain the benefit of a reduced sales
charge by taking into  account not only the money then being  invested  but also
the purchase  price or current  account value of the Class A shares already held
by such person.

Combination  Privilege.  Reduced  sales  charges  (according to the schedule set
forth  in the  Prospectus)  also  are  available  to an  investor  based  on the

                                       31

<PAGE>

aggregate  amount of his concurrent  and prior  investments in Class A shares of
the Fund and shares of all other John Hancock funds which carry a sales charge.

Letter of Intention.  Reduced sales charges are also  applicable to  investments
made over a specified  period  pursuant to a Letter of  Intention  (the  "LOI"),
which should be read carefully  prior to its execution by an investor.  The Fund
offers two options  regarding the specified period for making  investments under
the LOI.  All  investors  have the  option of making  their  investments  over a
specified period of thirteen (13) months.  Investors who are using the Fund as a
funding medium for a qualified  retirement  plan,  however,  may opt to make the
necessary  investments  called  for by the LOI  over a  forty-eight  (48)  month
period.  These qualified  retirement plans include group IRA, SEP, SARSEP,  TSA,
401(k), 403(b) plans, and 457 plans. Such an investment (including accumulations
and  combinations)  must aggregate $50,000 or more invested during the specified
period  from the date of the LOI or from a date  within  ninety  (90) days prior
thereto, upon written request to Investor Services.  The sales charge applicable
to all amounts  invested  under the LOI is computed as if the  aggregate  amount
intended to be invested had been invested immediately.  If such aggregate amount
is not actually  invested,  the difference in the sales charge actually paid and
the  sales  charge  payable  had the LOI not  been in  effect  is due  from  the
investor.  However,  for the purchases actually made within the specified period
within 13 or 48 months the sales charge  applicable will not be higher than that
which would have applied (including  accumulations and combinations) had the LOI
been for the amount actually invested.

The LOI authorizes Investor Services to hold in escrow sufficient Class A shares
(approximately  5% of the  aggregate) to make up any difference in sales charges
on the amount  intended to be invested and the amount actually  invested,  until
such  investment  is completed  within the specified  period,  at which time the
escrow Class A shares will be released. If the total investment specified in the
LOI is not completed,  the Class A shares held in escrow may be redeemed and the
proceeds used as required to pay such sales charge as may be due. By signing the
LOI,  the  investor   authorizes   Investor  Services  to  act  as  his  or  her
attorney-in-fact  to redeem  any  escrowed  Class A shares  and adjust the sales
charge,  if  necessary.  A LOI does not  constitute a binding  commitment  by an
investor to purchase  or by the Fund to sell any  additional  Class A shares and
may be terminated at any time.
   
Class A shares  may  also be  purchased  without  an  initial  sales  charge  in
connection  with  certain  liquidation,   merger  or  acquisition   transactions
involving other investment companies or personal holding companies.
    
DEFERRED SALES CHARGE ON CLASS B SHARES

Investments in Class B shares are purchased at net asset value per share without
the imposition of an initial sales charge so that the Fund will receive the full
amount of the purchase payment.

                                       32

<PAGE>

   
Contingent  Deferred Sales Charge.  Class B shares which are redeemed within six
years of purchase will be subject to a contingent deferred sales charge ("CDSC")
at the rates set forth in the  Prospectus  as a percentage  of the dollar amount
subject  to the CDSC.  The charge  will be  assessed  on an amount  equal to the
lesser of the current market value or the original  purchase cost of the Class B
shares being  redeemed.  No CDSC will be imposed on  increases in account  value
above  the  initial  purchase  prices,  including  Class B shares  derived  from
reinvestment  of  dividends  or  capital  gains  distributions.  No CDSC will be
imposed on shares  derived  from  reinvestment  of  dividends  or capital  gains
distributions.
    
   
Class B shares are not  available to  full-service  defined  contribution  plans
administered  by Investor  Services or the Life  Company  that had more than 100
eligible employees at the inception of the Fund account.
    
   
The amount of the CDSC, if any, will vary  depending on the number of years from
the  time of  payment  for the  purchase  of Class B  shares  until  the time of
redemption  of such  shares.  Solely for purposes of  determining  the number of
years from the time of any payment for the  purchases  of shares,  all  payments
during a month will be aggregated  and deemed to have been made on the first day
of the month.
    
   
In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  or those you  acquired  through
dividend and capital gain  reinvestment,  and next from the shares you have held
the longest  during the six-year  period.  For this  purpose,  the amount of any
increase in a share's value above its initial  purchase price is not regarded as
a share exempt from CDSC.  Thus,  when a share that has  appreciated in value is
redeemed during the CDSC period, a CDSC is assessed only on its initial purchase
price.
    
   
When requesting a redemption for a specific dollar amount please indicate if you
require the proceeds to equal the dollar  amount  requested.  If not  indicated,
only the  specified  dollar  amount will be redeemed  from your  account and the
proceeds will be less any applicable CDSC.
    
   
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:
    

                                       33

<PAGE>

   
*        Proceeds of 50 shares redeemed at $12 per share                   $600

*        Minus proceeds of 10 shares not subject to CDSC 
         (dividend reinvestment)                                           -120
*        Minus appreciation on remaining shares (40 shares X $2)            -80
                                                                           ----
*        Amount subject to CDSC                                            $400
    
   
Proceeds  from the CDSC are paid to John Hancock  Funds and are used in whole or
in part by John  Hancock  Funds to defray  its  expenses  related  to  providing
distribution-related  services  to the Fund in  connection  with the sale of the
Class B shares,  such as the payment of  compensation  to select Selling Brokers
for selling Class B shares. The combination of the CDSC and the distribution and
service  fees  facilitates  the  ability  of the Fund to sell the Class B shares
without a sales  charge  being  deducted  at the time of the  purchase.  See the
Prospectus for additional information regarding the CDSC.
    
   
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 a CDSC,
unless indicated otherwise, in the circumstances defined below:
    
   
For all account types:

*    Redemptions  made pursuant to the Fund's right to liquidate your account if
     you own shares worth less than $1,000.


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

*    Redemptions due to death or disability.

*    Redemptions made under the Reinstatement  Privilege, as described in "Sales
     Charge Reductions and Waivers" of the Prospectus.

For Retirement  Accounts (such as IRA,  Rollover IRA, TSA, 457, 403(b),  401(k),
Money Purchase Pension Plan, Profit-Sharing Plan and other plans qualified under
the Code) unless otherwise noted.

*    Redemptions  made to effect  mandatory  distributions  under  the  Internal
     Revenue Code after age 70 1/2.


*    Returns of excess contributions made to these plans.

*    Redemptions  made to effect  distributions to participants or beneficiaries
     from employer sponsored  retirement plans such as 401(k),  403(b),  457. In
     all cases, the distribution must be free from penalty under the Code.
    
                                       34

<PAGE>

   
*    Redemptions  made to effect  distributions  from an  Individual  Retirement
     Account  either  before  age 59 1/2 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  from certain IRA and retirement  plans that  purchased  shares
     prior to October 1, 1992 and certain IRA plans that purchased  shares prior
     to May 15, 1995.

For non-retirement accounts (please see above for retirement account waivers):

*    Redemptions  of Class B shares made under a periodic  withdrawal  plan,  as
     long as your annual  redemptions do not exceed 10% of your account value at
     the time you established your periodic withdrawal plan and 10% of the value
     of subsequent  investments  (less  redemptions) in that account at the time
     you notify Investor  Services.  (Please note, this waiver does not apply to
     periodic  withdrawal plan redemptions of Class A shares that are subject to
     a CDSC.)

Please see matrix for reference.

CDSC Waiver Matrix for Class B Funds
    
   
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                   401(a) Plan                                                         
Type of            (401(k), MPP,                                      IRA, IRA         
Distribution       PSP)                 403(b)          457           Rollover          Non-retirement
- ------------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>             <C>             <C>             <C>
Death or           Waived               Waived          Waived          Waived          Waived
Disability                                                                             
- ------------------------------------------------------------------------------------------------------
Over 70 1/2        Waived               Waived          Waived          Waived          10% of account
                                                                                        value annually
                                                                                        in periodic   
                                                                                        payments      
- ------------------------------------------------------------------------------------------------------
Between 59 1/2                                                          Only Life       10% of account
and 70 1/2         Waived               Waived          Waived          Expectancy      value annually
                                                                                        in periodic   
                                                                                        payments      
- ------------------------------------------------------------------------------------------------------    
Under 59 1/2       Waived for    
                   rollover, or  
                   annuity       
                   payments. Not                                                        10% of account
                   waived if paid       Waived for      Waived for      Waived for      value annually
                   directly to          annuity         annuity         annuity         in periodic   
                   participant.         payments        payments        payments        payments      
- ------------------------------------------------------------------------------------------------------
Loans              Waived               Waived          N/A             N/A             N/A
- ------------------------------------------------------------------------------------------------------
Termination of     Not Waived           Not Waived      Not Waived      Not Waived      N/A
Plan
- ------------------------------------------------------------------------------------------------------
Return of          Waived               Waived          Waived          Waived          N/A
Excess
- ------------------------------------------------------------------------------------------------------
</TABLE>
    
                                       35

<PAGE>

   
If you qualify for a CDSC waiver under one of these situations,  you must notify
Investor  Services  at the time you make your  redemption.  The  waiver  will be
granted  once  Investor  Services  has  confirmed  that you are  entitled to the
waiver.
    
   
Sales to Certain Shareholders. Shareholders of the Fund who were shareholders of
John Hancock National Aviation & Technology Fund ("National  Aviation") who held
shares prior to May 1, 1984 are permitted  for an indefinite  period to purchase
additional  shares  of the Fund at net  asset  value,  without  a sales  charge,
provided  that the  purchasing  shareholder  held  shares of  National  Aviation
continuously  from  April 30,  1984 to July 28,  1995 (the date of the merger of
National   Aviation   into  John  Hancock   Global   Technology   Fund  ("Global
Technology"),  and shares of Global Technology from that date to the date of the
purchase in question.
    
SPECIAL REDEMPTIONS
   
Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion, he will incur a brokerage charge. Any such
securities  would be valued for the  purposes of making such payment at the same
value as used in determining net asset value. The Fund has, however,  elected to
be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the
Fund must redeem its shares for cash  except to the extent  that the  redemption
payments to any shareholder during any 90- day period would exceed the lesser of
$250,000 or 1% of the Fund's net asset value at the beginning of such period.
    
ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege. As described more fully in the Prospectus,  the Fund permits
exchanges of shares of any class of the Fund for shares of the same class in any
other John Hancock fund offering that class.

Systematic  Withdrawal  Plan. As described  briefly in the Prospectus,  the Fund
permits the establishment of a Systematic  Withdrawal Plan.  Payments under this
plan represent  proceeds  arising from the redemption of Fund shares.  Since the
redemption  price of the Fund shares may be more or less than the  shareholder's
cost, depending upon the market value of the securities owned by the Fund at the
time of redemption, the distribution of cash pursuant to this plan may result in
realization  of gain or loss for  purposes  of Federal,  state and local  income
taxes.  The  maintenance  of a  Systematic  Withdrawal  Plan  concurrently  with
purchases  of  additional  Class A or  Class  B  shares  of the  Fund  could  be
disadvantageous to a shareholder  because of the initial sales charge payable on
such  purchases of Class A shares and the CDSC imposed on redemptions of Class B

                                       36

<PAGE>

shares and because  redemptions  are taxable  events.  Therefore,  a shareholder
should not purchase Class A or Class B shares at the same time that a Systematic
Withdrawal  Plan is in  effect.  The  Fund  reserves  the  right  to  modify  or
discontinue the Systematic  Withdrawal Plan of any shareholder on 30 days' prior
written notice to such  shareholder,  or to discontinue the availability of such
plan in the future. The shareholder may terminate the plan at any time by giving
proper notice to Investor Services.

Monthly Automatic  Accumulation  Program ("MAAP").  This program is explained in
the Prospectus.  The program,  as it relates to automatic  investment checks, is
subject to the following conditions:

The investments will be drawn on or about the day of the month indicated.

The privilege of making investments  through the Monthly Automatic  Accumulation
Program  may be  revoked  by  Investor  Services  without  prior  notice  if any
investment is not honored by the  shareholders  bank. The bank shall be under no
obligation to notify the shareholder as to the non-payment of any checks.

The program may be discontinued by the  shareholder  either by calling  Investor
Services or upon written notice to Investor  Services which is received at least
five (5) business days prior to the due date of any investment.

Reinvestment  Privilege.  A shareholder who has redeemed shares of the Fund may,
within  120 days after the date of  redemption,  reinvest  without  payment of a
sales charge any part of the redemption  proceeds in shares of the same class of
the Fund or in any of the other  John  Hancock  funds,  subject  to the  minimum
investment  limit in that fund.  The  proceeds  from the  redemption  of Class A
shares may be  reinvested  at net asset value  without  paying a sales charge in
Class A shares of the Fund or in Class A shares of any of the other John Hancock
funds.  If a CDSC was paid upon a  redemption,  a  shareholder  may reinvest the
proceeds from such  redemption  at net asset value in  additional  shares of the
class from which the  redemption  was made.  The  shareholder's  account will be
credited  with the amount of any CDSC charge upon the prior  redemption  and the
new shares will  continue to be subject to the CDSC.  The holding  period of the
shares acquired  through  reinvestment  will, for purposes of computing the CDSC
payable upon a subsequent redemption, include the holding period of the redeemed
shares. The Fund may modify or terminate the reinvestment privilege at any time.

A  redemption  or exchange of Fund shares is a taxable  transaction  for Federal
income tax purposes even if the  reinvestment  privilege is  exercised,  and any
gain or loss realized by a shareholder on the redemption or other disposition of
Fund shares will be treated for tax purposes as described under the caption "Tax
Status."

                                       37
<PAGE>

DESCRIPTION OF THE FUND'S SHARES

The Trustees of the Trust are  responsible for the management and supervision of
the Fund.  The  Declaration  of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest of the Fund, without
par value.  Under the  Declaration of Trust,  the Trustees have the authority to
create and classify shares of beneficial  interest in separate  series,  without
further action by  shareholders.  As of the date of this Statement of Additional
Information,  the  Trustees  have  authorized  shares  of the Fund and two other
series.  Additional series may be added in the future.  The Declaration of Trust
also  authorizes the Trustees to classify and reclassify the shares of the Fund,
or any new series of the Trust, into one or more classes. As of the date of this
Statement of Additional  Information,  the Trustees have authorized the issuance
of two classes of shares of the Fund, designated as Class A and Class B.

The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to that class of the Fund. Class A and
Class B shares of the Fund will be sold  exclusively  to  members  of the public
(other than the  institutional  investors  described in the  Prospectus)  at net
asset value.  A sales charge will be imposed either at the time of the purchase,
for Class A shares, or on a contingent  deferred basis, for Class B shares.  For
Class  A  shares,  no  sales  charge  is  payable  at the  time of  purchase  on
investments  of $1  million  or more,  but for  such  investments  a  contingent
deferred  sales  charge  may be  imposed  in the  event  of  certain  redemption
transactions within one year of purchase.

Class A and Class B shares  have  certain  exclusive  voting  rights on  matters
relating to their respective  distribution  plans. The different  classes of the
Fund may bear  different  expenses  relating to the cost of holding  shareholder
meetings necessitated by the exclusive voting rights of any class of shares.
   
Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution  and  service  fees  relating to Class A and Class B shares will be
borne exclusively by that class (ii) Class B shares will pay higher distribution
and  service  fees than  Class A shares  and  (iii)  each of Class A and Class B
shares will bear any other class  expenses  properly  allocable to such class of
shares,  subject to the conditions  the Internal  Revenue  Service  imposes with
respect to multiple-class  structures.  Similarly, the net asset value per share
may vary depending on whether Class A and Class B shares are purchased.
    
   
In the event of liquidation,  shareholders are entitled to share pro rata in the
net assets of the Fund available for distribution to such  shareholders.  Shares
entitle their holders to one vote per share, are freely transferable and have no
preemptive,  subscription or conversion  rights.  When issued,  shares are fully
paid and non-assessable by the Trust, except as set forth below.
    
Unless  otherwise  required by the Investment  Company Act or the Declaration of
Trust,  the Fund has no intention of holding  annual  meetings of  shareholders.

                                       38

<PAGE>

Fund  shareholders  may  remove a Trustee  by the  affirmative  vote of at least
two-thirds of the Trust's  outstanding  shares and the Trustees  shall  promptly
call a meeting for such purpose when requested to do so in writing by the record
holders  of  not  less  than  10%  of  the  outstanding  shares  of  the  Trust.
Shareholders   may,  under  certain   circumstances,   communicate   with  other
shareholders in connection  with  requesting a special meeting of  shareholders.
However,  at any time that less than a majority of the Trustees  holding  office
were elected by the  shareholders,  the Trustees will call a special  meeting of
shareholders for the purpose of electing Trustees.
   
Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the Trust.  However,  the Trust's  Declaration  of Trust  contains an express
disclaimer  of  shareholder  liability for acts,  obligations  or affairs of the
Fund.  The  Declaration  of Trust also provides for  indemnification  out of the
Fund's  assets  for  all  losses  and  expenses  of any  Fund  shareholder  held
personally liable by reason of being or having been a shareholder.  Liability is
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.
    
TAX STATUS

Each series of the Trust,  including the Fund,  is treated as a separate  entity
for tax  purposes.  The  Fund has  qualified  and  elected  to be  treated  as a
"regulated  investment  company" under Subchapter M of the Internal Revenue Code
of 1986,  as amended (the "Code") and intends to continue to so qualify for each
taxable year.  As such and by complying  with the  applicable  provisions of the
Code regarding the sources of its income, the timing of its  distributions,  and
the  diversification  of its  assets,  the Fund will not be  subject  to Federal
income tax on taxable  income  (including  net realized  capital gains) which is
distributed  to  shareholders  at least  annually in accordance  with the timing
requirements of the Code.

The Fund will be subject to a four percent  nondeductible  Federal excise tax on
certain amounts not distributed (and not treated as having been  distributed) on
a timely basis in accordance with annual minimum distribution requirements.  The
Fund  intends  under normal  circumstances  to avoid  liability  for such tax by
satisfying such distribution requirements.
   
Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long-term  capital gain. (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net
short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.) Some distributions from investment company taxable income
and/or  net  capital  gain  may  be  paid  in  January  but  may be  taxable  to

                                       39

<PAGE>

shareholders  as if they had been received on December 31 of the previous  year.
The  tax  treatment  described  above  will  apply  without  regard  to  whether
distributions  are received in cash or reinvested  in  additional  shares of the
Fund.
    
   
Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.  Foreign exchange gains and losses realized
by  the  Fund  in  connection  with  certain   transactions   involving  foreign
currency-denominated  debt  securities,   foreign  currency  forward  contracts,
foreign currencies, or payables or receivables denominated in a foreign currency
are subject to Section 988 of the Code,  which  generally  causes such gains and
losses to be treated as  ordinary  income and losses and may affect the  amount,
timing and character of  distributions to  shareholders.  Any such  transactions
that are not directly  related to the Fund's  investment in stock or securities,
possibly including  speculative  currency positions or currency  derivatives not
used for  hedging  purposes,  may  increase  the  amount of gain it is deemed to
recognize from the sale of certain investments or derivatives held for less than
three months, which gain is limited under the Code to less than 30% of its gross
income for each taxable year, and may under future Treasury  regulations produce
income  not among  the types of  "qualifying  income"  from  which the Fund must
derive  at least 90% of its  gross  income  for each  taxable  year.  If the net
foreign exchange loss for a year treated as ordinary loss under Section 988 were
to exceed the Fund's  investment  company taxable income computed without regard
to such loss,  the  resulting  overall  ordinary loss for such year would not be
deductible by the Fund or its shareholders in future years.
    
   
If the Fund invests in stock of certain  non-U.S.  corporations  that receive at
least 75% of their annual gross income from passive  sources  (such as interest,
dividends,  rents,  royalties  or  capital  gain) or hold at least  50% of their
assets in investments producing such passive income ("passive foreign investment
companies"),  the Fund could be subject  to  Federal  income tax and  additional
interest charges on "excess  distributions"  received from these passive foreign
investment  companies or gain from the sale of stock in such companies,  even if
all income or gain actually  received by the Fund is timely  distributed  to its
shareholders. The Fund would not be able to pass through to its shareholders any
credit  or  deduction  for such a tax.  Certain  elections  may,  if  available,
ameliorate these adverse tax  consequences,  but any such election could require
the Fund to recognize  taxable income or gain without the concurrent  receipt of
cash.  The Fund may limit  and/or  manage its  investments  in  passive  foreign
investment  companies to minimize its tax  liability or maximize its return from
these investments.
    
   
Limitations imposed by the Code on regulated  investment companies like the Fund
may restrict the Fund's  ability to enter into foreign  currency  positions  and

                                       40

<PAGE>

foreign currency forward contracts.  Certain of these transactions may cause the
Fund to  recognize  gains or losses  from  marking  to market  even  though  its
positions  have not been sold or  terminated  and may  affect the  character  as
long-term  or  short-term  (or,  in the case of certain  forward  contracts,  as
ordinary  income or loss) of some capital gains and losses realized by the Fund.
Additionally,  certain of the Fund's losses on  transactions  involving  forward
contracts,  and any  offsetting  or successor  positions in its portfolio may be
deferred  rather than being taken into  account  currently  in  calculating  the
Fund's taxable income or gain.  Certain of such  transactions may also cause the
Fund to dispose of investments sooner than would otherwise have occurred.  These
transactions may therefore affect the amount, timing and character of the Fund's
distributions to  shareholders.  The Fund will take into account the special tax
rules  applicable to forward  contracts,  including  consideration  of available
elections, in order to seek to minimize any potential adverse tax consequences.
    
The amount of net realized  capital  gains,  if any, in any given year will vary
depending upon the current  investment  strategy of the Adviser and Sub-Advisers
and  whether  the  Adviser  and the  Sub-Advisers  believes it to be in the best
interest  of the Fund to  dispose of  portfolio  securities  that will  generate
capital gains. At the time of an investor's  purchase of Fund shares,  a portion
of  the  purchase  price  is  often   attributable  to  realized  or  unrealized
appreciation  in the Fund's  portfolio or  undistributed  taxable  income of the
Fund.   Consequently,   subsequent  distributions  on  those  shares  from  such
appreciation  or income may be taxable  to such  investor  even if the net asset
value of the  investor's  shares is, as a result of the  distributions,  reduced
below the  investor's  cost for such shares,  and the  distributions  in reality
represent a return of a portion of the purchase price.
   
Upon a redemption  of shares of the Fund  (including by exercise of the exchange
privilege)  a  shareholder  will  ordinarily  realize  a  taxable  gain  or loss
depending  upon the  amount  of the  proceeds  and the  investor's  basis in his
shares.  Such gain or loss will be treated as capital gain or loss if the shares
are  capital  assets  in the  shareholder's  hands  and  will  be  long-term  or
short-term,  depending upon the  shareholder's tax holding period for the shares
and  subject to the  special  rules  described  below.  A sales  charge  paid in
purchasing  Class A shares of the Fund cannot be taken into account for purposes
of determining  gain or loss on the redemption or exchange of such shares within
90 days after their purchase to the extent Class A shares of the Fund or another
John Hancock fund are  subsequently  acquired  without payment of a sales charge
pursuant to the reinvestment or exchange privilege. This disregarded charge will
result  in an  increase  in the  shareholder's  tax  basis in the Class A shares
subsequently  acquired.  Also, any loss realized on a redemption or exchange may
be  disallowed  to the extent the shares  disposed  of are  replaced  with other
shares  of the Fund  within a period of 61 days  beginning  30 days  before  and
ending 30 days after the shares are  disposed  of, such as pursuant to automatic
dividend reinvestments. In such a case, the basis of the shares acquired will be
adjusted to reflect the  disallowed  loss. Any loss realized upon the redemption
of shares with a tax  holding  period of six months or less will be treated as a

                                       41

<PAGE>

long-term  capital loss to the extent of any amounts treated as distributions of
long- term capital gain with respect to such shares.
    
   
Although its present  intention is to  distribute,  at least  annually,  all net
capital  gain, if any, the Fund reserves the right to retain and reinvest all or
any portion of the excess,  as computed for Federal income tax purposes,  of net
capital gain over net short-term  capital loss in any year. The Fund will not in
any event  distribute net capital gain realized in any year to the extent that a
capital  loss is carried  forward  from prior years  against  such gain.  To the
extent such excess was retained and not exhausted by the  carryforward  of prior
years' capital losses, it would be subject to Federal income tax in the hands of
the Fund. Upon proper  designation of this amount by the Fund, each  shareholder
would be treated for Federal income tax purposes as if the Fund had  distributed
to him on the last day of its  taxable  year his pro rata share of such  excess,
and he had paid his pro rata share of the taxes paid by the Fund and  reinvested
the remainder in the Fund.  Accordingly,  each shareholder would (a) include his
pro rata share of such excess as long-term capital gain income in his return for
his taxable year in which the last day of the Fund's taxable year falls,  (b) be
entitled  either to a tax credit on his return  for,  or to a refund of, his pro
rata share of the taxes paid by the Fund,  and (c) be entitled  to increase  the
adjusted tax basis for his shares in the Fund by the difference  between his pro
rata share of such excess and his pro rata share of such taxes.
    
For Federal  income tax purposes,  the Fund is permitted to  carryforward  a net
realized  capital loss in any year to offset net capital gains,  if any,  during
the eight years  following  the year of the loss. To the extent  subsequent  net
capital gains are offset by such losses, they would not result in Federal income
tax liability to the Fund and, as noted above,  would not be distributed as such
to  shareholders.  The Fund has  $586,066 of capital  loss  carryforwards  which
expire on August 31, 2003.
   
For purposes of the  dividends-received  deduction  available  to  corporations,
dividends received by the Fund from U.S. domestic corporations in respect of any
share of stock held by the Fund, for U.S.  Federal  income tax purposes,  for at
least 46 days (91 days in the case of certain  preferred  stock) and distributed
and  properly  designated  by the Fund may be treated as  qualifying  dividends.
Corporate  shareholders must meet the minimum holding period  requirement stated
above (46 or 91 days) with  respect to their Fund shares in order to qualify for
the deduction  and, if they have any debt that is deemed under the Code directly
attributable to Fund shares,  may be denied a portion of the dividends  received
deduction.  The entire qualifying dividend,  including the  otherwise-deductible
amount, will be included in determining  alternative  minimum tax liability,  if
any.  Additionally,  any corporate  shareholder  should  consult its tax adviser
regarding the possibility  that its tax basis in its shares may be reduced,  for
Federal income tax purposes,  by reason of  "extraordinary  dividends"  received
with  respect to the shares,  for the purpose of  computing  its gain or loss on
redemption or other disposition of the shares.
    
                                       42

<PAGE>

   
The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries with respect to its investments in foreign securities. Tax conventions
between  certain  countries  and the U.S. may reduce or eliminate  such taxes in
some  cases.  Investors  may be  entitled  to claim U.S.  foreign tax credits or
deductions  with respect to foreign  income taxes or certain other foreign taxes
("qualified  foreign  taxes"),  subject to certain  provisions  and  limitations
contained in the Code. Specifically, if more than 50% of the value of the Fund's
total assets at the close of any taxable year consists of stock or securities of
foreign  corporations,  the Fund may file an election with the Internal  Revenue
Service  pursuant  to which  shareholders  of the Fund will be  required  to (i)
include  in  ordinary  gross  income  (in  addition  to  taxable  dividends  and
distributions  actually  received) their pro rata shares of foreign income taxes
paid by the Fund even though not actually  received by them, and (ii) treat such
respective pro rata portions as foreign taxes paid by them.
    
   
If the Fund makes this  election,  shareholders  may then  deduct  such pro rata
portions of qualified  foreign  taxes in computing  their taxable  incomes,  or,
alternatively,   use  them  as  foreign  tax  credits,   subject  to  applicable
limitations,  against their U.S.  Federal income taxes.  Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct  their pro rata  portion  of  qualified  foreign  taxes paid by the Fund,
although  such  shareholders  will be required to include  their  shares of such
taxes in gross  income.  Shareholders  who claim a foreign  tax  credit for such
foreign taxes may be required to treat a portion of dividends  received from the
Fund as a separate  category of income for purposes of computing the limitations
on the foreign tax credit.  Tax-exempt  shareholders will ordinarily not benefit
from  this  election.  Each  year (if any)  that the  Fund  files  the  election
described  above,  its  shareholders  will be notified of the amount of (i) each
shareholder's  pro rata share of  qualified  foreign  taxes paid by the Fund and
(ii) the portion of Fund  dividends  which  represents  income from each foreign
country. If the Fund cannot or does not make this election, the Fund will deduct
the  foreign  taxes it pays in  determining  the  amount  it has  available  for
distribution to shareholders,  and  shareholders  will not include these foreign
taxes in their  income,  nor will  they be  entitled  to any tax  deductions  or
credits with respect to such taxes.
    
   
The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding cash payments.  The mark to
market rules  applicable to certain forward  contracts may also require the Fund
to recognize income or gain without a concurrent receipt of cash.  However,  the
Fund must distribute to shareholders for each taxable year  substantially all of
its net income and net capital gains,  including such income or gain, to qualify
as a regulated  investment company and avoid liability for any federal income or
excise tax. Therefore,  the Fund may have to dispose of its portfolio securities
under  disadvantageous  circumstances  to generate cash, or may have to leverage
itself by borrowing the cash, to satisfy these distribution requirements.
    
                                       43

<PAGE>

   
A state  income (and  possibly  local income  and/or  intangible  property)  tax
exemption is generally available to the extent (if any) the Fund's distributions
are derived from interest on (or, in the case of intangibles taxes, the value of
its assets is attributable to) certain U.S. Government obligations,  provided in
some states that  certain  thresholds  for holdings of such  obligations  and/or
reporting  requirements  are  satisfied.  The Fund will not seek to satisfy  any
threshold  or  reporting  requirements  that  may  apply  in  particular  taxing
jurisdictions,  although the Fund may in its sole  discretion  provide  relevant
information to shareholders.
    
   
The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report interest or dividend income.  The Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.
    
Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pare-retirement and post-retirement distributions and certain
prohibited  transactions,  is  accorded  to  accounts  maintained  as  qualified
retirement  plans.  Shareholders  should  consult  their tax  advisers  for more
information.

The  foregoing  discussion  relates  solely to U.S.  Federal  income  tax law as
applicable to U.S. persons (i.e.,  U.S.  citizens or residents and U.S. domestic
corporations,  partnerships,  trusts or estates)  subject to tax under such law.
The discussion does not address special tax rules  applicable to certain classes
of investors,  such as tax-exempt entities,  insurance companies,  and financial
institutions.  Dividends, capital gain distributions,  and ownership of or gains
realized on the  redemption  (including  an exchange) of Fund shares may also be
subject to state and local  taxes.  Shareholders  should  consult  their own tax
advisers as to the  Federal,  state or local tax  consequences  of  ownership of
shares of the Fund in their particular circumstances.

                                       44

<PAGE>

   
Non-U.S. investors not engaged in a U.S. trade or business with which their Fund
investment is effectively  connected will be subject to U.S.  Federal income tax
treatment that is different from that described  above.  These  investors may be
subject to non- resident  alien  withholding  tax at the rate of 30% (or a lower
rate under an applicable  tax treaty) on amounts  treated as ordinary  dividends
from the Fund and, unless an effective IRS Form W-8 or authorized substitute for
Form W-8 is on file, to 31% backup  withholding  on certain other  payments from
the Fund.  Non-U.S.  investors should consult their tax advisers  regarding such
treatment and the application of foreign taxes to an investment in the Fund.
    
   
The Fund is not subject to  Massachusetts  corporate  excise or franchise taxes.
Provided  that the Fund  qualifies as a regulated  investment  company under the
Code, it will also not be required to pay any Massachusetts income tax.
    



















                                       45
<PAGE>

   
Hong Kong Taxes
    
Taxation of the Fund.  The Fund will be subject to Hong Kong  profits tax at the
current  rate of 16.5% if (i) it carries on  business  in Hong Kong and (ii) its
profits are derived from a Hong Kong  source.  Dividends  and capital  gains are
exempt from profits tax in any event,  as are profits from trading in securities
listed on exchanges outside Hong Kong. Profits from trading in securities listed
on a Hong Kong exchange may in certain cases be subject to profits tax.

Taxation of Shareholders.  There is no tax in Hong Kong on capital gains arising
from the sale by an  investor  of shares of the  Fund.  However,  in the case of
certain investors (principally share traders, financial institutions and certain
companies carrying on business in Hong Kong), such gains may be considered to be
part of the investor's normal business profits and in such circumstances will be
subject to Hong Kong profits tax at the current  rate of 16.5% for  corporations
and 15% for  individuals.  Dividends which the Fund pays to its shareholders are
not  taxable in Hong Kong  (whether  through  withholding  or  otherwise)  under
current  legislation  and  practice.  No Hong Kong stamp duty will be payable in
respect of  transactions  in the Fund's  shares  provided  that the  register of
shareholders is maintained outside of Hong Kong.

CALCULATION OF PERFORMANCE
   
The average  annual total return on Class A shares of the Fund for the 1 year, 5
years and  life-of-fund  periods ended February 29, 1996 was 10.13%,  10.81% and
7.78%,  respectively.  The average  annual total return on Class B shares of the
Fund for the year ended February 29, 1996 and since  commencement  of operations
on March 7, 1994 was 10.12% and (0.40%), respectively.
    
The Fund's  total  return is computed by finding the average  annual  compounded
rate of return over the one year and life-of-fund  periods that would equate the
initial  amount  invested  to  the  ending  redeemable  value  according  to the
following formula: 

     n _____
T = \ /ERV/P - 1


Where:

P =               a hypothetical initial investment of $1,000.

T =               average annual total return.

n =               number of years.

                                       46

<PAGE>

ERV =             ending redeemable value of a hypothetical  $1,000 investment
                  made at the beginning of the 1 year, 5 years, and life-of-fund
                  periods.
   
In the case of Class A or Class B shares,  this calculation  assumes the maximum
sales charge is included in the initial investment or the CDSC is applied at the
end of the period, respectively. This calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.  The "distribution  rate" is determined by annualizing the result of
dividing  the  declared  dividends  of the Fund during the period  stated by the
maximum  offering  price or net asset value at the end of the period.  Excluding
the Fund's sales load from the distribution rate produces a higher rate.
    
   
In addition to average  annual total returns,  the Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single  investment,  a series of
investments, and/or a series of redemptions, over any time period. Total returns
may be quoted with or without  taking the Fund's  sales charge on Class A shares
or the CDSC on Class B shares into account. Excluding the Fund's sales charge on
Class A shares and the CDSC on Class B shares  from a total  return  calculation
produces a higher total return figure.
    
From time to time,  in reports  and  promotional  literature,  the Fund's  total
return  will be compared  to indices of mutual  funds such as Lipper  Analytical
Services,  Inc.'s  "Lipper  -  Mutual  Fund  Performance  Analysis,"  a  monthly
publication  which tracks net assets and total return on equity  mutual funds in
the United States. Ibottson and Associates, CDA Weisenberger and F.C. Towers are
also used for comparison purposes as well as the Russell and Wilshire Indices.

Performance  rankings and ratings  reported  periodically in national  financial
publications  such as MONEY  Magazine,  FORBES,  BUSINESS  WEEK, THE WALL STREET
JOURNAL,  MICROPAL,  INC.,  MORNINGSTAR,  STANGER'S,  BARRON'S, etc. may also be
utilized.

The performance of the Fund is not fixed or guaranteed.  Performance  quotations
should not be considered to be  representations  of  performance of the Fund for
any period in the  future.  The  performance  of the Fund is a function  of many
factors  including  its  earnings,  expenses and number of  outstanding  shares.
Fluctuating  market  conditions;  purchases,  sales and  maturities of portfolio
securities;  sales and redemptions of shares of beneficial interest; and changes
in  operating  expenses  are all examples of items that can increase or decrease
the Fund's performance.

BROKERAGE ALLOCATION

Decisions  concerning the purchase and sale of portfolio  securities of the Fund
are  made by  officers  of the  Trust  pursuant  to  recommendations  made by an
investment committee of the Adviser, which consists of officers and directors of

                                       47

<PAGE>

the Adviser,  Sub-Advisers, and officers and Trustees who are interested persons
of the  Trust.  Orders for  purchases  and sales of  securities  are placed in a
manner which,  in the opinion of the officers of the Trust,  will offer the best
price and market for the  execution  of each such  transaction.  Purchases  from
underwriters  of portfolio  securities  may include a commission or  commissions
paid by the issuer and transactions with dealers serving as market maker reflect
a "spread." Debt securities are generally  traded on a net basis through dealers
acting for their own  account as  principals  and not as brokers;  no  brokerage
commissions are payable on such transactions.

In the U.S. and in some other countries,  debt securities are traded principally
in the  over-the-counter  market on a net basis through dealers acting for their
own  account  and not as  brokers.  In other  countries,  both  debt and  equity
securities  are traded on exchanges at fixed  commission  rates.  Commissions on
foreign  transactions are generally higher than the negotiated  commission rates
available  in the U.S.  There  is  generally  less  government  supervision  and
regulation of foreign stock exchanges and broker-dealers than in the U.S.

The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities Dealers,  Inc.
and such  other  policies  as the  Trustees  may  determine,  the  Adviser  or a
Sub-Adviser  may  consider  sales  of  shares  of the  Fund as a  factor  in the
selection of broker-dealers to execute the Fund's portfolio transactions.

To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser  extent  statistical   assistance   furnished  to  the  Adviser  and  the
Sub-Advisers  of the Fund,  and their  value and  expected  contribution  to the
performance  of the  Fund.  It is not  possible  to  place  a  dollar  value  on
information  and services to be received  from brokers and dealers,  since it is
only  supplementary to the research efforts of the Adviser and the Sub-Advisers.
The receipt of research  information is not expected to reduce significantly the
expenses of the Adviser.  The research  information and  statistical  assistance
furnished by brokers and dealers may benefit the Life Company or other  advisory
clients of the Adviser or Sub- Advisers, and, conversely,  brokerage commissions
and spreads paid by other advisory  clients of the Adviser and  Sub-Advisers may
result in research  information  and  statistical  assistance  beneficial to the
Fund. The Fund will make no commitment to allocate  portfolio  transactions upon
any prescribed basis. While the Adviser,  in consultation with the Sub-Advisers,
will  be  primarily  responsible  for the  allocation  of the  Fund's  brokerage
business,  the policies and  practices of the Adviser and  Sub-Advisers  in this
regard  must be  consistent  with the  foregoing  and at all times be subject to

                                       48

<PAGE>

review by the Trustees.  For the fiscal years ended August 31, 1993,  1994,  and
1995 the Fund paid negotiated  brokerage  commissions of $157,024,  $405,841 and
$246,610, respectively.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker-dealer which provides brokerage and research services to the
Fund an amount of disclosed commission in excess of the commission which another
broker- dealer would have charged for effecting that transaction.  This practice
is subject  to a good faith  determination  by the  Trustees  that such price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees  may adopt from time to time.  During the fiscal year ended  August 31,
1995,  the Fund did not pay  commissions  as  compensation  to any  brokers  for
research services such as industry, economic and company reviews and evaluations
of securities.
   
The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of John Hancock Distributors, Inc. ("Distributors"), a broker-dealer
and  John  Hancock  Freedom  Securities  Corporation  and its two  broker-dealer
subsidiaries,  Tucker Anthony  Incorporated and Sutro & Company,  Inc. ("Sutro")
(each an  "Affiliated  Broker").  Also  included is W.I.  Carr Group,  a British
brokerage  firm  specializing  in Asian  securities,  which is directly owned by
Banque  Indosuez,  one of the indirect  parents of IAAL.  Pursuant to procedures
determined  by the  Trustees and  consistent  with the above policy of obtaining
best net results,  the Fund may execute  portfolio  transactions with or through
Affiliated Brokers.  For the fiscal year ended August 31, 1995, the Fund paid no
brokerage commissions to Affiliated Brokers.
    
   
Any of the  Affiliated  Brokers  may  act as  broker  for the  Fund on  exchange
transactions,  subject,  however,  to the  general  policy of the Fund set forth
above and the  procedures  adopted by the  Trustees  pursuant to the  Investment
Company  Act.  Commissions  paid to an  Affiliated  Broker  must be at  least as
favorable as those which the Trustees believe to be contemporaneously charged by
other brokers in  connection  with  comparable  transactions  involving  similar
securities  being  purchased or sold. A transaction  would not be placed with an
Affiliated Broker if the Fund would have to pay a commission rate less favorable
than the Affiliated Broker's contemporaneous charges for comparable transactions
for its other most favored, but unaffiliated,  customers except for accounts for
which the Affiliated  Broker acts as clearing broker for another brokerage firm,
and any  customers  of the  Affiliated  Broker  not  comparable  to the  Fund as
determined  by a majority of the  Trustees  who are not  interested  persons (as
defined  in  the  Investment  Company  Act)  of the  Fund,  the  Adviser  or the
Affiliated Broker. Because the Adviser and the Sub-Adviser, which are affiliated
with the  Affiliated  Brokers,  have,  as investment  advisers to the Fund,  the
obligation to provide investment management services, which includes elements of
research and related  investment  skills,  such research and related skills will
not be used by the Affiliated Broker as a basis for negotiating commissions at a
rate higher than that determined in accordance with the above criteria. The Fund
will not effect principal  transactions with Affiliated  Brokers.  The Fund may,
however,  purchase  securities from other members of underwriting  syndicates of

                                       49

<PAGE>

which  Tucker  Anthony or Sutro are  members,  but only in  accordance  with the
policy set forth above and procedures  adopted and reviewed  periodically by the
Trustees.
    
   
Brokerage or other transaction costs of the Fund are generally commensurate with
the rate of portfolio  activity.  The portfolio  turnover rates for the Fund for
the fiscal years ended August 31, 1995 and 1994 were 48% and 68%, respectively.
    
   
In order to avoid conflicts with portfolio trades for the Fund, the Adviser, the
Sub-Advisers  and the Fund  have  adopted  extensive  restrictions  on  personal
securities  trading by  personnel  of the Adviser,  the  Sub-Advisers  and their
respective  affiliates.  In the case of the Adviser,  some of these restrictions
are:  pre-clearance for all personal trades and a ban on the purchase of initial
public offerings,  as well as contributions to specified charities of profits on
securities held for less than 91 days. A Sub-Adviser's  restrictions  may differ
where appropriate,  as long as they maintain the same intent. These restrictions
are a continuation of the basic principle that the interests of the Fund and its
shareholders come first.
    
TRANSFER AGENT SERVICES
   
John  Hancock  Investor  Services   Corporation,   P.O.  Box  9116,  Boston,  MA
02205-9116,  a wholly owned  indirect  subsidiary  of the Life  Company,  is the
transfer and dividend  paying agent for the Fund. The Fund pays an annual fee of
$16.00 for each  Class A  shareholder  and $18.50 for each Class B  shareholder,
plus certain out-of-pocket  expenses.  These expenses are aggregated and charged
to the Fund and  allocated  to each class on the basis of the relative net asset
values.
    
CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Trust and State Street Bank and Trust Company,  225 Franklin Street,
Boston,  Massachusetts 02110. Under the custodian  agreement,  State Street Bank
and Trust Company performs custody,  portfolio and fund accounting services. The
Trustees have determined  that,  except as otherwise  permitted under applicable
Securities and Exchange  Commission  "no-action" letters or exemptive orders, it
is in the best  interests  of the  Fund to hold  foreign  assets  of the Fund in
qualified foreign banks and depositories  meeting the requirements of Rule 17f-5
under the Investment Company Act.

INDEPENDENT AUDITORS

The  independent  accountants of the Fund are Price  Waterhouse LLP, 160 Federal
Street, Boston,  Massachusetts 02110. Price Waterhouse LLP audits and renders an
opinion on the Fund's annual financial  statements and reviews the Fund's annual
Federal income tax return.

                                       50
<PAGE>

                      JOHN HANCOCK GLOBAL MARKETPLACE FUND


                           Class A and Class B Shares

                                  Statement of

                             Additional Information
   
                                 August 30, 1996
    
   
This Statement of Additional Information provides information about John Hancock
Global  Marketplace Fund (the "Fund"),  a series of John Hancock World Fund (the
"Trust"), in addition to the information that is contained in the Fund's Class A
and Class B Shares Prospectus (the "Prospectus"), dated August 30, 1996.
    
This Statement of Additional Information is not a prospectus.  It should be read
in conjunction with the Fund's Prospectus,  a copy of which can be obtained free
of charge by writing or telephoning:

                   John Hancock Investors Services Corporation
                                  P.O. Box 9116
                        Boston, Massachusetts 02199-9116
                                1-(800)-225-5291

                                TABLE OF CONTENTS

   
                                                            Statement of
                                                             Additional
                                                          Information Page

Organization of the Fund                                          2
Investment Objective And Policies                                 2
Certain Investment Practices                                      5
Investment Restrictions                                          14
Those Responsible for Management                                 18
Investment Advisory And Other Services                           25
Distribution Contract                                            28
Net Asset Value                                                  30
Initial Sales Charge on Class A Shares                           31
Deferred Sales Charge On Class B Shares                          33
Special Redemptions                                              36

<PAGE>

Additional Services And Programs For Class A and                 37
Class B Shares
Description of The Fund's Shares                                 38
Tax Status                                                       40
Calculation of Performance                                       46
Brokerage Allocation                                             47
Transfer Agent Services                                          49
Custody of Portfolio                                             49
Independent Auditors                                             50
Financial Statements                                            F-1
    
ORGANIZATION OF THE FUND

John  Hancock  Global  Marketplace  Fund (the "Fund") is organized as a separate
diversified  portfolio of John  Hancock  World Fund (the  "Trust"),  an open-end
investment management company organized in August 1986 by John Hancock Advisers,
Inc. (the  "Adviser"),  as a Massachusetts  business trust under the laws of The
Commonwealth  of  Massachusetts.  The Fund changed its name on December 11, 1995
from John Hancock  Global Retail Fund to John Hancock Global  Marketplace  Fund.
The Trust currently  consists of three separate  series:  the Fund, John Hancock
Pacific  Basin  Equities  Fund and John  Hancock  Global  Rx Fund.  The Fund was
established in 1988. The Adviser is an indirect wholly-owned  subsidiary of John
Hancock Mutual Life Insurance Company (the "Life Company"), a Massachusetts life
insurance company chartered in 1862, with national  headquarters at John Hancock
Place, Boston, Massachusetts.

INVESTMENT OBJECTIVE AND POLICIES
   
The Fund seeks long-term capital appreciation.  The Fund will invest in a global
portfolio  consisting  primarily equity  securities of issuers engaged in retail
sales of consumer  products and  services.  The types of securities in which the
Fund  invests  are  listed  in the  Prospectus.  See  "Goal  and  Strategy"  and
"Portfolio  Securities"  in the  Prospectus.  There can be no assurance that the
Fund will achieve its investment objective.
    
   
Under  normal  circumstances,  at least 65% of the Fund's  total  assets will be
invested in the securities of foreign and domestic  companies  primarily engaged
in  merchandising  finished  goods and  services  to  consumers  ("Retail  Sales
Companies").  Retail Sales Companies may include general merchandise  retailers,
food retailers,  department stores,  drug stores and specialty stores (including
apparel,  automotive, home furnishings, toy and consumer electronics stores), as
well as  firms  engaged  in  selling  goods  and  services  through  alternative

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marketing  methods  such as direct  telephone  marketing,  mail  order and other
means.  For purposes of this policy,  a company will be deemed to be  "primarily
engaged" in retail sales if at least 50% of its assets are  committed  to, or at
least 50% of its gross income or net profits is derived from, retail sales.
    
   
Because the Fund  concentrates  its investments in Retail Sales  Companies,  its
performance  is closely  tied to factors  affecting  consumer  spending  and the
various  industries that are represented in the products and services sold, such
as food and agriculture,  automotive,  paper products, textile,  pharmaceuticals
and  electronics.  To be successful,  a Retail Sales Company must keep pace with
consumer  demographics  and rapidly  changing  consumer  tastes and  advertising
trends.  Retail sales activity is particularly  affected by changes in household
income  and  consumer  spending,  which  in  turn  are  influenced  by  consumer
confidence levels and general economic conditions.
    
   
Foreign  Securities.  The  Fund  invests  in  common  stocks  and in  securities
convertible  into or with rights to purchase  common  stock of  corporations  in
which  the  Fund is  permitted  to  invest.  The  Fund may  invest  in  American
Depository Receipts ("ADRs"), or European Depository Receipts ("EDRs") which are
receipts  typically  issued by an  American or  European  bank or trust  company
representing  underlying shares of foreign issuers.  Issuers of unsponsored ADRs
are not  required to disclose  material  information  in the United  States and,
therefore,  there may not be a  correlation  between  this  information  and the
market  value of the ADR.  Because  the Fund has a limited  scope of  investment
through its  concentration  in the retail  sales group of  industries,  the Fund
seeks investments  without regard to geographical  borders.  Normally,  the Fund
will invest in the securities markets of at least three countries  including the
United States. A significant  portion of the Fund's  investments are expected to
be  in  countries  with  developing  markets;  and  in  smaller  capitalization,
developing  growth  companies with  relatively  limited  operating  histories as
publicly  traded  companies.  These  investments may be made without regard to a
record of profits or dividends.
    
Characteristics and Risks of Foreign Securities Markets.  The securities markets
of many  countries  have  in the  past  moved  relatively  independently  of one
another,  due to differing  economic,  financial,  political and social factors.
When markets in fact move in different  directions and offset each other,  there
may be a  corresponding  reduction in risk for the Fund's  portfolio as a whole.
This lack of correlation among the movements of the world's  securities  markets
may also affect  unrealized gains the Fund has derived from movements in any one
market.

If the securities of markets moving in different  directions are combined into a
single  portfolio,  such as that of the Fund,  total portfolio  volatility maybe
reduced.  Since the Fund will invest in  securities  denominated  in  currencies
other than U.S. dollars,  changes in foreign currency exchange rates will affect

                                       3

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the value of its portfolio  securities.  Currency exchange rates may not move in
the same  direction  as the  securities  markets in a particular  country.  As a
result, market gains may be offset by unfavorable exchange rate fluctuations.

Investments  in foreign  securities  may involve  risks and  considerations  not
present in domestic  investments.  Since  foreign  securities  generally  may be
denominated  and pay interest or dividends in foreign  currencies,  the value of
the assets of the Fund as measured in U.S. dollars will be affected favorably or
unfavorably by changes in the relationship of the U.S. dollar and other currency
rates.  The Fund may incur costs in  connection  with the  conversion of foreign
currencies  into U.S.  dollars and may be adversely  affected by restrictions on
the conversion or transfer of foreign currencies. In addition, there may be less
publicly  available  information  about foreign  companies than U.S.  companies.
Foreign  companies  may not be subject to  accounting,  auditing,  and financial
reporting standards,  practices and requirements  comparable to those applicable
to U.S. companies.

Foreign  securities  markets,  while  growing in volume,  have for the most part
substantially less volume than U.S. securities markets and securities of foreign
companies  are  generally  less  liquid  and at times  their  prices may be more
volatile than securities of comparable U.S. companies.  Foreign stock exchanges,
brokers  and  listed   companies  are  generally   subject  to  less  government
supervision and regulation than those in the U.S. The customary  settlement time
for foreign securities may be longer than the three (3) day customary settlement
time for U.S. securities,  or less frequent than in the U.S., which could affect
the liquidity of the Fund's investments. The Adviser will monitor the settlement
time for foreign  securities  and take undue  settlement  delays into account in
considering the desirability of allocating investments among specific countries.
   
The Fund may invest in companies located in developing countries which, compared
to the  U.S.  and  other  developed  countries,  may  have  relatively  unstable
governments,  economies  based on only a few industries  and securities  markets
which trade only a small number and volume of  securities.  These  countries are
located in the Asia-Pacific region,  Eastern Europe, Latin and South America and
Africa.  Prices on exchanges located in developing countries tend to be volatile
and, in the past,  securities  traded on those  exchanges have offered a greater
potential  for gain (and loss) than  securities  traded on exchanges in the U.S.
and more developed countries.  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 on 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

                                       4

<PAGE>

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.
    
   
Investing in securities of smaller  capitalization  developing-growth  companies
also  involves  greater  risk and the  possibility  of greater  portfolio  price
volatility.  Among the reasons for the greater  price  volatility in these small
companies and unseasoned stocks are the less certain growth prospects of smaller
firms,  the lower  degree of  liquidity  in the markets for these stocks and the
greater  sensitivity of small companies to changing economic conditions in their
geographic region. Securities of these companies involve higher investment risks
than those  normally  associated  with larger firms due to the greater  business
risks of small size and limited product lines,  markets,  distribution  channels
and financial and managerial resources.
    
In some  countries,  there is the possibility of  expropriation  or confiscatory
taxation,  seizure or  nationalization of foreign bank deposits or other assets,
establishment  of  exchange   controls,   the  adoption  of  foreign  government
restrictions or other adverse political,  social or diplomatic developments that
could affect investments in these countries.
   
CERTAIN INVESTMENT PRACTICES

Forward Foreign Currency Transactions.  The foreign currency transactions of the
Fund  may be  conducted  on a spot  (i.e.,  cash)  basis  at the  spot  rate for
purchasing or selling currency  prevailing in the foreign  exchange market.  The
Fund may also enter into forward foreign currency contracts involving currencies
of the different  countries in which it will invest as a hedge against  possible
variations  in the foreign  exchange  rate  between  these  currencies.  This is
accomplished  through  contractual  agreements  to  purchase or sell a specified
currency at a specified  future date and price set at the time of the  contract.
The Fund's transactions in forward foreign currency contracts will be limited to
hedging either specific  transactions or portfolio positions.  The Fund will not
attempt  to hedge  all of its  foreign  portfolio  positions.  The Fund will not
engage in speculative forward currency transactions.
    
If the Fund enters into a forward  contract to purchase  foreign  currency,  its
custodian bank will segregate cash, U.S.  government  securities,  or high-grade
liquid debt securities  (i.e.,  securities  rated in one of the top three rating
categories by Moody's Investors Services,  Inc. ("Moody's") or Standard & Poor's
Rating's Group ("S & P") in a separate account of the Fund in an amount equal to
the value of the Fund's  total  assets  committed  to the  consummation  of such
forward  contract.  Those assets will be valued at market daily and if the value

                                       5

<PAGE>

of the assets in the separate account declines, additional cash or liquid assets
will be placed in the  account so that the value of the  account  will equal the
amount of the Fund's commitment with respect to such contracts.

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

The cost to the Fund of engaging in foreign  currency  transactions  varies with
such factors as the currency involved, the length of the contract period and the
market  conditions then prevailing.  Since  transactions in foreign currency are
usually conducted on a principal basis, no fees or commissions are involved.
   
Forward Commitment and When-Issued Securities.  The Fund may purchase securities
on a when-issued or forward commitment basis. "When-issued" refers to securities
whose terms are available and for which a market exists, but which have not been
issued.  The Fund will  engage  in  when-issued  transactions  with  respect  to
securities  purchased for its portfolio in order to obtain what is considered to
be an  advantageous  price  and  yield  at  the  time  of the  transaction.  For
when-issued  transactions,  no payment is made until  delivery  is due,  often a
month or more after the purchase. In a forward commitment transaction,  the Fund
contracts  to  purchase  securities  for a fixed  price at a future  date beyond
customary settlement time.
    
   
When the Fund engages in forward  commitment and  when-issued  transactions,  it
relies on the seller to consummate the transaction. The failure of the issuer or
seller to  consummate  the  transaction  may  result in the  Fund's  losing  the
opportunity  to obtain a price  and yield  considered  to be  advantageous.  The
purchase  of  securities  on a when-  issued or  forward  commitment  basis also
involves a risk of loss if the value of the  security to be  purchased  declines
prior to the settlement date.
    
   
On the date the Fund  enters  into an  agreement  to  purchase  securities  on a
when-issued or forward  commitment  basis, the Fund will segregate in a separate
account cash or liquid,  high grade debt securities equal in value to the Fund's
commitment.  These assets will be valued daily at market, and additional cash or
securities will be segregated in a separate account to the extent that the total
value of the assets in the account  declines below the amount of the when-issued
commitments. Alternatively, the Fund may enter into offsetting contracts for the
forward sale of other securities that it owns.
    
Repurchase Agreements. A repurchase agreement is a contract under which the Fund
would acquire a security for a relatively  short period (usually not more than 7

                                       6

<PAGE>

days)  subject to the  obligation  of the seller to  repurchase  and the Fund to
resell  such  security at a fixed time and price  (representing  the Fund's cost
plus interest).  The Fund will enter into repurchase agreements only with member
banks  of the  Federal  Reserve  System  and  with  "primary  dealers"  in  U.S.
Government    securities.    The   Adviser   will   continuously   monitor   the
creditworthiness  of the  parties  with  whom the Fund  enters  into  repurchase
agreements.

The Fund has  established a procedure  providing that the securities  serving as
collateral  for  each  repurchase  agreement  must be  delivered  to the  Fund's
custodian  either  physically or in book-entry form and that the collateral must
be marked to market  daily to ensure  that each  repurchase  agreement  is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying securities and could experience losses, including the
possible  decline in the value of the  underlying  securities  during the period
while the Fund seeks to enforce its rights thereto, possible subnormal levels of
income and lack of access to income during this period, and expense of enforcing
its rights.
   
Short  Sales.  The Fund may engage in short sales  "against  the box" as well as
short sales to hedge against or profit from an anticipated  decline in the value
of a  security.  The Fund may also engage in short sales to attempt to limit its
exposure to a possible  market decline in the value of its portfolio  securities
through short sales of securities which the Adviser believes possess  volatility
characteristics similar to those being hedged. To effect such a transaction, the
Fund must borrow the security sold short to make delivery to the buyer. The Fund
then is  obligated  to replace the  security  borrowed by  purchasing  it at the
market price at the time of replacement. Until the security is replaced the Fund
is required to pay to the lender any accrued  interest or  dividends  and may be
required to pay a premium.
    
   
The Fund will realize a gain if the security  declines in price between the date
of the short sale and the date on which the Fund replaces the borrowed security.
On the other  hand,  the Fund will incur a loss as a result of the short sale if
the price of the security  increases between those dates. The amount of any gain
will be decreased,  and the amount of any loss  increased,  by the amount of any
premium,  interest or  dividends  the Fund may be required to pay in  connection
with a short sale.  The  successful use of short selling as a hedging device may
be adversely affected by imperfect correlation between movements in the price of
the security sold short and the securities being hedged.
    
   
Under  applicable  guidelines  of the  staff  of  the  Securities  and  Exchange
Commission,  if the Fund  engages  in short  sales  of the type  referred  to in
non-fundamental Investment Restriction No. (c) (ii) and (iii) below, it must put
in a  segregated  account  (not  with  the  broker)  an  amount  of cash or U.S.
Government  securities  equal to the difference  between (1) the market value of
the  securities  sold short at the time they were sold short and (2) any cash or
U.S.  Government  securities  required to be  deposited as  collateral  with the

                                       7

<PAGE>

broker in  connection  with the short sale (not  including the proceeds from the
short sale). In addition, until the Fund replaces the borrowed security, it must
daily maintain the segregated  account at such a level that the amount deposited
in it plus the amount  deposited  with the broker as  collateral  will equal the
current market value of the securities sold short.
    
   
Short selling may produce higher than normal portfolio turnover which may result
in increased transaction costs to the Fund and may result in gains from the sale
of securities  deemed to have been held for less than three months,  which gains
must be less than 30% of the Fund's gross income for a taxable year in order for
the Fund to qualify for  treatment as a regulated  investment  company under the
Internal  Revenue Code of 1986, as amended (the "Code") for that year.  See "Tax
Status."
    
The Fund does not intend to enter into short sales  (other  than those  "against
the  box") if  immediately  after  such sale the  aggregate  of the value of all
collateral plus the amount in such segregated account exceeds 5% of the value of
the Fund's net assets.  A short sale is "against the box" to the extent that the
Fund  contemporaneously  owns  or has the  right  to  obtain  at no  added  cost
securities identical to those sold short.

Financial  Futures  Contracts.  The Fund may  hedge  its  portfolio  by  selling
financial futures contracts on debt or equity securities,  securities indices or
currency as an offset against the effect of expected increases in interest rates
or declines in securities  prices or foreign currency values.  In addition,  the
Fund may  purchase  such futures  contracts  as an offset  against the effect of
expected  decreases  in interest  rates or  increases  in  securities  prices or
foreign currency  values.  Although other techniques could be used to reduce the
Fund's exposure to interest rate,  securities market and currency  fluctuations,
the Fund may be able to hedge its exposure more  effectively and at a lower cost
by using financial futures contracts. The Fund will enter into futures contracts
for hedging and speculative  purposes to the extent  permitted by regulations of
the Commodity Futures Trading Commission ("CFTC").

Futures  contracts  have  been  designed  by  boards  of trade  which  have been
designated as "contract  markets" by CFTC. Futures contracts are traded on these
markets  in a manner  that is  similar  to the way a stock is  traded on a stock
exchange.  The boards of trade, through their clearing  corporations,  guarantee
that the  contracts  will be  performed.  It is  expected  that if new  types of
financial  futures  contracts  are  developed  and traded the Fund may engage in
transactions in such contracts.
   
Although  certain  futures  contracts by their terms call for actual delivery or
acceptance of securities or currency, in most cases the contracts are closed out
prior to delivery by offsetting purchases or sales of matching futures contracts
(same  exchange,  underlying  security or currency  and delivery  month).  Other
financial futures contracts, such as futures contracts on securities indices, by
their terms call for cash settlements.  If the Fund sells a futures contract and
the offsetting  purchase price is less than the Fund's original sale price,  the

                                       8

<PAGE>

Fund realizes a gain, or if it is more, the Fund realizes a loss. Conversely, if
the Fund purchases a futures contract and the offsetting sale price is more than
the Fund's original  purchase price, the Fund realizes a gain, or if it is less,
the Fund realizes a loss. The  transaction  costs must also be included in these
calculations. The Fund will pay a commission in connection with each purchase or
sale of futures contracts,  including a closing transaction. For a discussion of
certain Federal income tax  considerations of transactions in futures contracts,
see the information under the caption "Tax Status" below.
    
At the time the Fund enters into a futures  contract,  it is required to deposit
with its  custodian a specified  amount of cash or U.S.  Government  securities,
known as "initial  margin." The margin required for a futures contract is set by
the board of trade or  exchange  on which  the  contract  is  traded  and may be
modified during the term of the contract. The initial margin is in the nature of
a  performance  bond or good faith  deposit  on the  futures  contract  which is
returned to the Fund upon termination of the contract,  assuming all contractual
obligations have been satisfied. The Fund expects to earn interest income on its
initial  margin  deposits.  Each  day,  the  futures  contract  is valued at the
official  settlement  price of the  board of  trade or  exchange  on which it is
traded.  Subsequent  payments,  known  as  "variation  margin,"  to and from the
broker,  are made on a daily basis as the market  price of the futures  contract
fluctuates. This process is known as "mark to the market." Variation margin does
not  represent  a borrowing  or lending by the Fund but is instead a  settlement
between  the Fund and the  broker of the  amount  one would owe the other if the
futures  contract  expired.  In computing net asset value, the Fund will mark to
the market its open futures positions.

A decision as to whether,  when and how to hedge  involves the exercise of skill
and judgment, and even a well-conceived hedge may be unsuccessful to some degree
because of market  behavior or unexpected  interest rate,  securities  market or
currency trends. The Fund will bear the risk that the price of the securities or
currency  being hedged will not move in complete  correlation  with the price of
the futures contract used as a hedging instrument. Although the Adviser believes
that the use of futures contracts will benefit the Fund, an incorrect prediction
could result in a loss on both the hedged  securities  or currency in the Fund's
portfolio  and the  hedging  vehicle so that the Fund's  return  might have been
better had hedging not been attempted. However, in the absence of the ability to
hedge,  the Adviser might have taken  portfolio  actions in  anticipation of the
same market  movements  with  similar  investment  results but,  presumably,  at
greater  transaction  costs.  In addition,  the low margin  deposits for futures
transactions  permit an extremely  high degree of leverage.  A relatively  small
change in the value of the instrument  underlying a futures  contract may result
in losses or gains in excess of the amount invested.

Futures  exchanges  may limit the  amount of  fluctuation  permitted  in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum  amount that the price of a futures  contract  may vary either up or

                                       9

<PAGE>

down from the previous day's  settlement price at the end of the current trading
session.  Once the daily limit has been reached in a futures contract subject to
the limit,  no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore does not limit potential  losses because the limit may work to prevent
the  liquidation  of  unfavorable  positions.  For example,  futures prices have
occasionally moved to the daily limit for several  consecutive trading days with
little or no trading,  thereby  preventing  prompt  liquidation of positions and
subjecting some holders of futures contracts to substantial losses.

Finally,  although  the Fund engages in futures  transactions  only on boards of
trade or exchanges where there appears to be an adequate secondary market, there
is no  assurance  that a liquid  market  will  exist  for a  particular  futures
contract at any given time. The liquidity of the market depends on  participants
closing out contracts rather than making or taking delivery. To the extent other
participants make or take delivery rather than closing out positions,  liquidity
in the market could be reduced.  In addition,  the Fund could be prevented  from
executing a buy or sell order at a specified price or closing out a position due
to limits on open  positions or daily price  fluctuation  limits  imposed by the
exchanges or boards of trade.  If the Fund cannot close out a position,  it will
be  required  to continue  to meet  margin  requirements  until the  position is
closed.

Options on Financial Futures Contracts. The Fund may purchase and write call and
put options on  financial  futures  contracts.  An option on a futures  contract
gives the  purchaser  the right,  in return for the  premium  paid,  to assume a
position in a futures contract at a specified  exercise price at any time during
the period of the option.  Upon exercise,  the writer of the option delivers the
futures contract to the holder at the exercise price. The Fund would be required
to deposit with its custodian  initial and variation  margin with respect to put
and call  options  on  futures  contracts  written  by it.  Options  on  futures
contracts  involve  risks  similar  to the risks  relating  to  transactions  in
financial  futures  contracts.  Also, an option purchased by the Fund may expire
worthless, in which case the Fund would lose the premium paid therefor.

Other Considerations. The Fund will engage in futures transactions for bona fide
hedging or speculative purposes to the extent permitted by CFTC regulations. The
Fund will determine  that the price  fluctuations  in the futures  contracts and
options on futures used for hedging purposes are substantially  related to price
fluctuations  in  securities  held by the Fund or which it expects to  purchase.
Except as stated below, the Fund's futures transactions will be entered into for
traditional  hedging purposes -- i.e., futures contracts will be sold to protect
against a decline  in the price of  securities  that the Fund  owns,  or futures
contracts will be purchased to protect the Fund against an increase in the price
of  securities  or the  currency  in which  they are  denominated  it intends to
purchase.  As evidence of this hedging  intent,  the Fund expects that on 75% or
more of the  occasions  on which  it takes a long  futures  or  option  position
(involving the purchase of futures contracts),  the Fund will have purchased, or
will be in the process of purchasing,  equivalent  amounts of related securities

                                       10

<PAGE>

or assets  denominated  in the  related  currency in the cash market at the time
when the futures or option position is closed out. However, in particular cases,
when  it is  economically  advantageous  for a  Fund  to do so,  a long  futures
position may be  terminated  or an option may expire  without the  corresponding
purchase of securities or other assets.
   
As an alternative to literal compliance with the bona fide hedging definition, a
CFTC regulation permits the Fund to elect to comply with a different test, under
which  the  aggregate   initial  margin  and  premiums   required  to  establish
speculative  positions  in futures  contracts  and  options on futures  will not
exceed 5% of the net asset  value of the Fund's  portfolio,  after  taking  into
account  unrealized  profits and losses on any such  positions and excluding the
amount by which such options were in-the-money at the time of purchase. The Fund
will engage in transactions in options and futures  contracts only to the extent
such  transactions  are  consistent  with  the  requirements  of  the  Code  for
maintaining  its  qualification  as a regulated  investment  company for federal
income tax purposes.
    
When the Fund  purchases  a  financial  futures  contract,  writes a put  option
thereon or  purchases  a call option  thereon,  an amount of cash or high grade,
liquid debt securities will be deposited in a segregated account with the Fund's
custodian that, together with the amount of initial and variation margin held in
the account of its broker, equals the market value of the futures contract.

Options  Transactions.  The Fund may write listed and  over-the-counter  covered
call  options  and covered put  options on  securities,  securities  indices and
currency in order to earn  additional  income  from the  premiums  received.  In
addition,  the Fund may purchase such listed and  over-the-counter  call and put
options.  The extent to which the Fund will engage in options  transactions will
depend upon market  conditions,  the availability of alternative  strategies and
the future movement of securities  prices,  interest rates and currency exchange
rates.  The Fund may write  listed  covered and  over-the-  counter call and put
options on up to 100% of its net assets.

The Fund will write  listed and  over-the-counter  call options only if they are
"covered,"  which means that the Fund owns or has the immediate right to acquire
the  securities  or currency  underlying  the options  without  additional  cash
consideration  upon  conversion  or  exchange  of other  securities  held in its
portfolio.  A call option written by the Fund will also be "covered" if the Fund
holds on a  share-for-share  basis a  covering  call on the same  securities  or
currency  and (i) the exercise  price of the  covering  call held is equal to or
less than the exercise  price of the call  written or, if the exercise  price of
the covering call is greater than the exercise price of the call written, if the
difference is maintained by the Fund in cash,  U.S.  Government  securities,  or
high-grade liquid short- term obligations (i.e.,  securities rated in one of the
top three rating  categories  by Moody's or S & P) in a segregated  account with
the Fund's custodian,  and (ii) the covering call expires at the same time as or
later than the call  written.  The Fund will cover  call  options on  securities

                                       11

<PAGE>

indices by maintaining an adequate degree of correlation  between the securities
in the underlying index and the securities in all or part of its portfolio.

If a covered call option is not  exercised,  the Fund would keep both the option
premium and the  underlying  security or  currency.  If the covered  call option
written by the Fund is exercised and the exercise  price,  less the  transaction
costs, is less than the cost to the Fund of the underlying security or currency,
the Fund's loss would be reduced by the amount of the option premium.

As writer of a covered  put  option,  the Fund will write a put option only with
respect to securities or currency it intends to acquire for the Fund's portfolio
and will  maintain in a segregated  account with its custodian  bank cash,  U.S.
Government securities or liquid high-grade debt securities with a value equal to
the price at which the  underlying  security or currency may be sold to the Fund
in the event the put option is  exercised  by the  purchaser.  The Fund can also
write a "covered" put option by purchasing on a  share-for-share  basis a put on
the same  security or  currency  as the put written by the Fund if the  exercise
price of the covering put held is equal to or greater than the exercise price of
the put written and the  covering put expires at the same time or later than the
put written.

In writing  listed or  over-the-counter  covered  put options on  securities  or
currency,  the Fund would earn income from the premiums  received.  If a covered
put option is not  exercised,  the Fund would  keep the option  premium  and the
assets  maintained  to cover the  option.  If the  option is  exercised  and the
exercise price,  including  transaction  costs,  exceeds the market price of the
underlying  security or currency,  the Fund would realize a loss, but the amount
of the loss would be reduced by the amount of the option premium.

If the Fund as the writer of an  exchange-traded  option wishes to terminate its
obligation  prior  to its  exercise,  the Fund may  effect a  "closing  purchase
transaction." This is accomplished by buying an option of the same series as the
option  previously  written.  The  effect  of the  purchase  is that the  Fund's
position will be offset by the Options Clearing Corporation.

The  Fund  may not  effect  a  closing  purchase  transaction  after it has been
notified of the  exercise  of an option.  There is no  guarantee  that a closing
purchase  transaction  can be effected.  Although the Fund will generally  write
only those  options for which there  appears to be an active  secondary  market,
there is no assurance that a liquid  secondary market on an exchange or board of
trade will exist for any particular  option or at any  particular  time, and for
some options no secondary market on an exchange may exist.

In the case of a written  call  option,  effecting  a closing  transaction  will
permit the Fund to write  another  call  option on the  underlying  security  or
currency with either a different exercise price, expiration date or both. In the
case of a written  put  option,  it will  permit the cash or  proceeds  from the

                                       12

<PAGE>

concurrent sale of any securities or currency covering the option to be used for
other  investments.  If the Fund desires to sell a particular  security from its
portfolio  on which it has  written  a call  option,  it will  effect a  closing
transaction prior to or concurrently with the sale of the security.

The Fund  will  realize a gain  from a  closing  transaction  if the cost of the
closing  transaction is less than the premium  received from writing the option.
The Fund  will  realize a loss  from a  closing  transaction  if the cost of the
closing  transaction  is more than the premium  received for writing the option.
However,  because  increases in the market price of a call option will generally
reflect  increases in the market price of the  underlying  security or currency,
any loss  resulting  from the repurchase of a call option is likely to be offset
in whole or in part by appreciation  in the value of the underlying  security or
currency owned by the Fund.

Over-the-Counter  Options.  The Fund  may  engage  in  options  transactions  on
exchanges  and in the  over-the-counter  markets.  In  general,  exchange-traded
options are third-party contracts (i.e.  performance of the parties' obligations
is guaranteed by an exchange or clearing  corporation) with standardized  strike
prices  and  expiration  dates.   Over-the-  counter  ("OTC")  transactions  are
two-party contracts with price and terms negotiated by the buyer and seller. The
Fund will acquire only those OTC options for which management  believes the Fund
can receive on each  business day at least two  separate  bids or offers (one of
which  will be from an entity  other  than a party to the  option)  or those OTC
options  valued by an  independent  pricing  service.  The Fund  will  write and
purchase OTC options only with member  banks of the Federal  Reserve  System and
primary dealers in U.S.  Government  securities or their  affiliates  which have
capital of at least $50 million or whose obligations are guaranteed by an entity
having capital of at least $50 million.

The SEC staff has taken the position  that OTC options are  illiquid  securities
subject to the restriction that illiquid securities are limited to not more than
15% of the  Fund's  assets.  The SEC  staff,  however,  has  provided  a partial
exemption from the above  restrictions on  transactions in OTC options.  The SEC
staff allows the Fund to exclude from its 15% limitation on illiquid  securities
the portion of the value of the OTC options  written by the Fund,  provided that
two  conditions  are met.  First,  the other party to the OTC options  must be a
primary U.S.  Government  securities  dealer  designated  as such by the Federal
Reserve  Bank.  Second,  the Fund must  have an  absolute  contractual  right to
repurchase the OTC options at a formula price. If the above  conditions are met,
the Fund must treat as illiquid only that portion of the OTC option's value (and
the value of its underlying  securities) which is equal to the formula price for
repurchasing the OTC option, less the OTC option's intrinsic value.

Portfolio  Trading.  Purchases  and sales of  securities  will be made  whenever
necessary  in the  management's  view to  achieve  the  objectives  of the Fund.
Management  does not  expect  that in  pursuing  the Fund's  objective,  unusual

                                       13

<PAGE>

portfolio  turnover  will be required and intends to keep  turnover to a minimum
consistent  with  such  objective.  Management  believes  unsettled  market  and
economic  conditions  during  certain  periods  may  require  greater  portfolio
turnover in pursuing the Fund's objective than would otherwise be the case.

Restricted Securities. The Fund may invest in restricted securities eligible for
resale to  certain  institutional  investors  pursuant  to Rule  144A  under the
Securities  Act of 1933 and  foreign  securities  acquired  in  accordance  with
Regulation  S under the  Securities  Act of 1933.  The Fund will not invest more
than 15% of its net assets in illiquid  investments,  which  include  repurchase
agreements  maturing  in more than seven days,  securities  that are not readily
marketable  and  restricted  securities.  However,  if  the  Board  of  Trustees
determines,  based upon a continuing  review of the trading markets for specific
Rule 144A  securities,  that  they are  liquid,  then  these  securities  may be
purchased without regard to the 15% limit. The Trustees may adopt guidelines and
delegate to the Adviser the daily  function of  determining  and  monitoring the
liquidity of restricted securities. The Trustee, however, will retain sufficient
oversight and be ultimately responsible for the determinations. The Adviser will
carefully monitor the Fund's  investments in these securities,  focusing on such
important  factors,  among others,  as valuation,  liquidity and availability of
information.  This  investment  practice could have the effect of increasing the
level of illiquidity in the Fund if qualified  institutional buyers become for a
time uninterested in purchasing these restricted securities.
   
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 or money market
funds.  When the  Fund  lends  portfolio  securities,  there is a risk  that the
borrower may fail to return the  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from liquidating the collateral. It is a
fundamental  policy of the Fund not to lend portfolio  securities having a total
value exceeding 33 1/3% of its total assets.
    
   
INVESTMENT RESTRICTIONS
    
Fundamental Investment Restrictions

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

The Fund observes the following fundamental restrictions. The Fund may not:

                                       14

<PAGE>

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

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

(3) Pledge,  mortgage or hypothecate its assets,  except to secure  indebtedness
permitted by paragraph (2) above and then only if such  pledging,  mortgaging or
hypothecating does not exceed 33 1/3% of the Fund's total assets taken at market
value.

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

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

(6) Make loans, except that the Fund may lend portfolio securities in accordance
with the Fund's  investment  policies up to 33 1/3 % of the Fund's  total assets
taken at market value,  enter into  repurchase  agreements and purchase all or a
portion  of  an  issue  of  publicly  distributed  debt  securities,  bank  loan
participation  interests,  bank certificates of deposit,  banker's  acceptances,
debentures  or other  securities,  whether or not the  purchase is made upon the
original issuance of the securities.

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

(8) With respect to 75% of the Fund's total  assets,  purchase  securities of an
issuer (other than the U.S. Government,  its agencies or instrumentalities),  if
(i) such  purchase  would cause more than 5% of the Fund's total assets taken at
market  value to be  invested in the  securities  of such  issuer,  or (ii) such

                                       15

<PAGE>

purchase  would at the time  result in more than 10% of the  outstanding  voting
securities of such issuer being held by the Fund.

(9) Purchase securities, other than obligations of the U.S. Government or any of
its agencies or  instrumentalities,  if such purchase would cause 25% or more of
the value of the Fund's  total  assets to be invested in  securities  of issuers
conducting their principal business activities in the same industry, except that
the  Fund  shall  invest  at  least  25% of the  value of its  total  assets  in
securities of issuers in the retail sales group of industries.

For purposes of fundamental  investment restriction (9) above, the "retail sales
group of industries"  consists of the group of retail industries  included under
the caption  "Retail and Wholesale  Trade-Retail"  in the Directory of Companies
Filing Annual Reports with the Securities and Exchange  Commission  published by
the Securities and Exchange Commission.

Non-Fundamental Investment Restrictions

The following  restrictions are designated as non-fundamental and may be changed
by the Board of Trustees without the approval of the Fund's shareholders.

The Fund may not:

(a)  Participate on a joint or joint-and-several basis in any securities trading
     account.  The "bunching" of orders for the sale or repurchase of marketable
     portfolio  securities  with  other  accounts  under the  management  of the
     Adviser to save  commissions  or to average prices among them is not deemed
     to be participation in a joint securities trading account.

(b)  Purchase  securities  on  margin  except  that  the Fund  may  obtain  such
     short-term  credits as may be necessary  for the clearance of purchases and
     sales of securities.

(c)  Make short sales of securities or maintain a short  position  unless (i) at
     all times when a short  position  is open the Fund owns an equal  amount of
     such securities or securities  convertible  into or  exchangeable,  without
     payment of any further consideration,  for securities of the same issue as,
     and equal in amount to, the securities sold short;  (ii) for the purpose of
     hedging the Fund's  exposure to an actual or anticipated  market decline in
     the  value  of its  investments;  or  (iii)  in  order  to  profit  from an
     anticipated decline in the value of a security.

(d)  Knowingly  purchase or retain securities of an issuer if one or more of the
     Trustees or officers of the Trust or  directors  or officers of the Adviser
     or any investment  management  subsidiary of the Adviser  individually owns

                                       16

<PAGE>

     beneficially  more than 0.5% and together own beneficially  more than 5% of
     the securities of such issuer.

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

(f)  Purchase securities of any issuer which, together with any predecessor, has
     a record of less  than  three  years'  continuous  operations  prior to the
     purchase if such purchase  would cause  investments of the Fund in all such
     issuers to exceed 5% of the value of the total assets of the Fund.

(g)  Purchase any security,  including any repurchase agreement maturing in more
     than seven days, which is not readily  marketable,  if more than 15% of the
     net assets of the Fund,  taken at market  value,  would be invested in such
     securities.

(h)  The Fund will not purchase warrants of any issuer,  if, as a result of such
     purchases,  more than 2% of the value of the Fund's  total  assets would be
     invested in warrants which are not listed on the New York Stock Exchange or
     the  American  Stock  Exchange  or more  than 5% of the  value of the total
     assets of the Fund would be invested in warrants generally,  whether or not
     so listed.  For these purposes,  warrants are to be valued at the lesser of
     cost or market, but warrants acquired by the Fund in units with or attached
     to debt securities shall be deemed to be without value.

(i)  The  Fund  will  not  purchase  interests  in  oil,  gas or  other  mineral
     exploration   programs;   however,   this  policy  will  not  prohibit  the
     acquisition  of  securities  of  companies  engaged  in the  production  or
     transmission of oil, gas or other minerals.

(j)  The Fund will not purchase  securities while outstanding  borrowings exceed
     5% of the Fund's total assets.

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

                                       17

<PAGE>

In order to  permit  the sale of  shares  of the  Fund in  certain  states,  the
Trustees may, in their sole discretion,  adopt restrictions on investment policy
more restrictive than those described above.  Should the Trustees determine that
any such more  restrictive  policy is no longer in the best interest of the Fund
and its  shareholders,  the Fund may cease offering shares in the state involved
and the Trustees may revoke such  restrictive  policy.  Moreover,  if the states
involved shall no longer require any such restrictive  policy, the Trustees may,
in their sole  discretion,  revoke such  policy.  The Fund has agreed with state
securities administrators that it will not purchase the following securities:

The Fund may not purchase  securities of any open-end  investment company except
when such purchase is part of a plan of merger, consolidation, reorganization or
purchase of substantially all of the assets of any other investment company.

THOSE RESPONSIBLE FOR MANAGEMENT

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




















                                       18

<PAGE>

The  following  table sets forth the  principal  occupation or employment of the
Trustees and principal officers of the Trust during the past five years.



<PAGE>

<TABLE>
<CAPTION>

   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------
<S>                                <C>                                <C>
*Edward J. Boudreau, Jr.           Chairman (3,4)                     Chairman and Chief Executive       
101 Huntington Avenue                                                 Officer, the Adviser and The       
Boston, MA  02199                                                     Berkeley Financial Group ("The     
October 1944                                                          Berkeley Group"); Chairman, NM     
                                                                      Capital Management, Inc. ("NM      
                                                                      Capital"); John Hancock Advisers   
                                                                      International Limited; ("Advisers  
                                                                      International"); John Hancock      
                                                                      Funds, Inc., ("John Hancock        
                                                                      Funds"); John Hancock Investor     
                                                                      Services Corporation ("Investor    
                                                                      Services"), Transamerica Fund      
                                                                      Management Company ("TFMC") and    
                                                                      Sovereign Asset Management         
                                                                      Corporation ("SAMCorp");           
                                                                      (hereinafter the Adviser, the      
                                                                      Berkeley Group, NM Capital,        
                                                                      Advisers International, John       
                                                                      Hancock Funds, Investor Services   
                                                                      and SAMCorp are collectively       
                                                                      referred to as the "Affiliated     
                                                                      Companies"); Chairman, First       
                                                                      Signature Bank & Trust; Director,  
                                                                      John Hancock Freedom Securities    
                                                                      Corp., John Hancock Capital Corp., 
                                                                      New England/Canada Business        
                                                                      Council; Member, Investment Company
                                                                      Institute Board of Governors;      
                                                                      Director, Asia Strategic Growth    
                                                                      Fund, Inc.; Trustee, Museum of     
                                                                      Science; President, the Adviser    
                                                                      (until July 1992); Chairman, John  
                                                                      Hancock Distributors, Inc.         
    


*    An "interested person" of the Company, as such term is defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act").
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.         
(2)  A Member of the Investment Committee of the Adviser.         
(3)  Member of the Audit Committee and the Administration Committee.

                                       19

<PAGE>

   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------

Dennis S. Aronowitz                Trustee (1,2)                      Professor of Law, Boston University                 
Boston University                                                     School of Law; Trustee, Brookline   
Boston, Massachusetts                                                 Savings Bank.                      
June 1931                                                             

Richard P. Chapman, Jr.            Trustee (1,2)                      President, Brookline Savings Bank.                     
160 Washington Street                                                 Director, Federal Home Loan Bank of 
Brookline, Massachusetts                                              Boston (lending); Director, Lumber  
February 1935                                                         Insurance Companies (fire and       
                                                                      casualty insurance); Trustee,      
                                                                      Northeastern University            
                                                                      (education); Director, Depositors  
                                                                      Insurance Fund, Inc. (insurance).  

William J. Cosgrove                Trustee (1,2)                      Vice President, Senior Banker and                  
20 Buttonwood Place                                                   Senior Credit Officer, Citibank,    
Saddle River, New Jersey                                              N.A. (retired September 1991);      
January 1933                                                          Executive Vice President, Citadel   
                                                                      Group Representatives, Inc.; EVP   
                                                                      Resource Evaluation Inc.           
                                                                      (consulting, October 1991 - October
                                                                      1993); Trustee, the Hudson City    
                                                                      Savings Bank (until October 1995). 

Douglas M. Costle                  Trustee (1,2,3)                    Director, Chairman of the Board and                
RR2 Box 480                                                           Distinguished Senior Fellow,        
Woodstock, Vermont  05091                                             Institute for Sustainable           
July 1939                                                             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    
                                                                      MITRE Corporation (governmental    
                                                                      consulting services).              
                                                                          
                                             
*    An "interested person" of the Company, as such term is defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act").
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.         
(2)  A Member of the Investment Committee of the Adviser.         
(3)  Member of the Audit Committee and the Administration Committee.

                                       20
<PAGE>

   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------

Leland O. Erdahl                   Trustee (1,2)                      Director of Santa Fe Ingredients                   
9449 Navy Blue Court                                                  Company of California, Inc. and     
Las Vegas, NV  89117                                                  Santa Fe Ingredients Company, Inc.  
December 1928                                                         (private food processing            
                                                                      companies); Director of Uranium    
                                                                      Resources, Inc.; President of      
                                                                      Stolar, Inc. (from 1987- 1991) and 
                                                                      President of Albuquerque Uranium   
                                                                      Corporation (from 1985- 1992);     
                                                                      Director of Freeport-McMoRan Copper
                                                                      & Cold Company Inc., Hecla Mining  
                                                                      Company, Canyon Resources          
                                                                      Corporation and Original Sixteen to
                                                                      One Mine, Inc. (from 1984-1987 and 
                                                                      from 1991 to 1995) (management     
                                                                      consultant).                       

Richard A. Farrell                 Trustee (1,2)                      President of Farrell, Healer & Co.,                      
Farrell, Healer & Company, Inc.                                       (venture capital management firm)   
160 Federal Street -- 23rd Floor                                      (since 1980); Prior to 1980, headed 
Boston, MA  02110                                                     the venture capital group at Bank   
November 1932                                                         of Boston Corporation.             

Gail D. Fosler      
4104 Woodbine Street               Trustee (1,2)                      Vice President and Chief Economist,          
Chevy Chase, MD                                                       The Conference Board (non-profit   
December 1947                                                         economic and business research).   

William F. Glavin                  Trustee (1,2)                      President, Babson College; Vice                      
Babson College                                                        Chairman, Xerox Corporation until   
Horn Library                                                          June 1989; Director, Caldor Inc.,   
Babson Park, MA 02157                                                 Reebok, Ltd. (since 1994), and Inco 
March 1931                                                            Ltd.                               
                                                                      
                                                                          
                                             
*    An "interested person" of the Company, as such term is defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act").
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.         
(2)  A Member of the Investment Committee of the Adviser.         
(3)  Member of the Audit Committee and the Administration Committee.

                                       21
<PAGE>
                                             
   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------

Dr. John A. Moore                  Trustee (1,2)                      President and Chief Executive       
Institute for Evaluating                                              Officer, Institute for Evaluating
 Health Risks                                                         Health Risks, (nonprofit         
1101 Vermont Avenue N.W.                                              institution) (since September   
Suite 608                                                             1989).                           
Washington, DC  20005                                                 
February 1939

Patti McGill Peterson              Trustee (1,2)                      President, St. Lawrence University;                  
St. Lawrence University                                               Director, Niagara Mohawk Power      
110 Vilas Hall                                                        Corporation and Security Mutual     
Canton, NY  13617                                                     Life.                              
May 1943                                                              

John W. Pratt                      Trustee (1,2)                      Professor of Business                          
2 Gray Gardens East                                                   Administration at Harvard      
Cambridge, MA  02138                                                  University Graduate School of  
September 1931                                                        Business Administration (since
                                                                      1961).                        

*Richard S. Scipione               Trustee (3)                        General Counsel, the Life Insurance               
John Hancock Place                                                    Company; Director, the Adviser, the 
P.O. Box 111                                                          Affiliated Companies, John Hancock  
Boston, Massachusetts                                                 Distributors, Inc., JH Networking   
August 1937                                                           Insurance Agency, Inc., John        
                                                                      Hancock Subsidiaries, Inc.,                  
                                                                      SAMCorp, NM Capital and John       
                                                                      Hancock Property and Casualty      
                                                                      Insurance and its affiliates (until
                                                                      November, 1993); Trustee; The      
                                                                      Berkeley Group.                    

Edward J. Spellman, CPA            Trustee (1,2,4)                    Partner, KPMG Peat Marwick LLP                
259C Commercial Bld.                                                  (retired June 1990).           
Lauderdale, FL                                                        
November 1932

Anne C. Hodsdon                    Trustee and President              President and Chief Operating            
101 Huntington Avenue              (3)(4)                             Officer, the Adviser; Executive    
Boston, MA  02199                                                     Vice President, the Adviser (until 
April 1953                                                            December 1994); Senior Vice        
                                                                      President; the Adviser (until      
                                                                      December 1993); Vice President, the
                                                                      Adviser, 1991.                     
                                                                          
                                             
*    An "interested person" of the Company, as such term is defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act").
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.         
(2)  A Member of the Investment Committee of the Adviser.         
(3)  Member of the Audit Committee and the Administration Committee.

                                       22
<PAGE>
                                             
   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------

*Robert G. Freedman                Vice Chairman and Chief            Vice Chairman and Chief Investment               
July 1938                          Investment Officer (2)             Officer, the Adviser; President,         
                                                                      the Adviser (until December 1994);  
                                                                      Director, the Adviser, Advisers     
                                                                      International, John Hancock Funds,  
                                                                      Investor Services, SAMCorp., and NM 
                                                                      Capital; Senior Vice President, The 
                                                                      Berkeley Group.                     

*James B. Little                   Senior Vice President,             Senior Vice President, the Adviser,         
February 1935                      Chief Financial Officer            The Berkeley Group, John Hancock   
                                                                      Funds and Investor Services; Senior
                                                                      Vice President and Chief Financial 
                                                                      Officer, each of the John Hancock  
                                                                      funds.                             

*John A. Morin                     Vice President                     Vice President and Secretary, the                 
July 1950                                                             Adviser; Vice President, Investor 
                                                                      Services, John Hancock Funds and 
                                                                      each of the John Hancock funds;  
                                                                      Compliance Officer, certain John 
                                                                      Hancock funds; Counsel, the Life 
                                                                      Company; Vice President and      
                                                                      Assistant Secretary, The Berkeley
                                                                      Group.                           

*Susan S. Newton                   Vice President, Secretary          Vice President and Assistant              
March 1950                                                            Secretary, the Adviser; Vice        
                                                                      President and Secretary, certain   
                                                                      John Hancock funds; Vice President 
                                                                      and Secretary, John Hancock Funds, 
                                                                      Investor Services and John Hancock 
                                                                      Distributors, Inc. (until 1994);   
                                                                      Secretary, SAMCorp; Vice President,
                                                                      The Berkeley Group.                

*James J. Stokowski                Vice President and                 Vice President, the Adviser; Vice        
November 1946                      Treasurer                          President and Treasurer, each of 
                                                                      the John Hancock funds.          
                                                                          
</TABLE>
                                             
*    An "interested person" of the Company, as such term is defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act").
(1)  Member of the Executive Committee. Under the Company's charter, the
     Executive Committee may generally exercise most of the powers of the Board
     of Directors.         
(2)  A Member of the Investment Committee of the Adviser.         
(3)  Member of the Audit Committee and the Administration Committee.

                                       23
<PAGE>

   
As of May 31,  1996,  the  Adviser  owned 6.44%  (38,824  shares) of the Class A
shares of the Fund and the  officers  and  Trustees of the Fund as a group owned
___% of the  outstanding  shares  of the  Fund.  At  such  date,  the  following
shareholders held, as record owner, 5% or more of the Fund's shares:

                                                           Percentage Ownership
Class A                                  Shares Owned      of Outstanding Shares
- -------                                  ------------      ---------------------
Prudential Securities Inc. FBO              79,859                  13.25%
Pan American Management Co.
c/o Durling & Durling
Air Mail
Panama

                                                           Percentage Ownership 
Class B                                  Shares Owned      of Outstanding Shares
- -------                                  ------------      ---------------------
Merrill Lynch Pierce Fenner                179,328                  27.00%
  & Smith Inc.
Attn:  Mutual Fund Operations
4800 Deer Lake Drive East
Jacksonville, FL  32246-6484

Prudential Securities, Inc. FBO             35,361                   5.32%
County Employee Annuity
Benefit Fund
c/o OTC Illinois Trust Company
Attn:  Al Szewczyk
Chicago, IL  60608

At such date, no other person owned of record or  beneficially  as much as 5% of
the outstanding shares of the Fund.
    













                                       24

<PAGE>

   
Shareholders  of a Fund  having  beneficial  ownership  of more  than 25% of the
shares of the Fund may be deemed for purposes of the  Investment  Company Act to
control the Fund.
    
All of the  officers  listed  are  officers  or  employees  of  the  Adviser  or
Affiliated  Companies.  Some of the  Trustees  and officers may also be officers
and/or directors and/or Trustees of one or more of the other funds for which the
Adviser serves as the investment adviser.
   
The following table provides information  regarding the compensation paid by the
Fund and the other investment  companies in the John Hancock Fund Complex to the
Independent  Trustees for their services.  The three  non-Independent  Trustees,
Messrs.  Boudreau and Scipione and Ms. Hodsdon,  and each of the officers of the
Fund are interested  persons of the Adviser,  are compensated by the Adviser and
receive no  compensation  from the Fund for their  services.  The  Trustees  not
listed  below were not Trustees of the Fund during its most  recently  completed
fiscal year.
    
   
                                                        Total Compensation From
                                                            the Fund and John
                            Aggregate Compensation         Hancock Fund Complex 
Independent Trustees            From the Fund                  to Trustees1
- --------------------            -------------                   ------------
                                                          (Total of 17 Funds)

Dennis S. Aronowitz               $                              $ 61,050
Richard P. Chapman, Jr.+            6                              62,800
William J. Cosgrove+                6                              61,050
Gail D. Fosler                      -                              60,800
Bayard Henry*                       -                              58,850
Edward J. Spellman                  -                              61,050
                                  ---                            --------
                                  $12                            $365,600


1    Compensation is for the fiscal year ended August 31, 1995.
    
                                       25

<PAGE>

   
2    The total compensation paid by the John Hancock Fund Complex to the
     Independent Trustees is as of the calendar year ended December 31, 1995. As
     of this date there were sixty-five funds in the John Hancock Fund Complex
     of which each of these independent trustees served.

*    Mr. Henry retired from his position as a Trustee of the Fund effective
     April 26, 1996.

+    As of December 31, 1995 the value of the aggregate accrued deferred
     compensation from each Fund 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.
    

INVESTMENT ADVISORY AND OTHER SERVICES
   
The Fund receives its investment advice from the Adviser. Investors should refer
to the  Prospectus  for a  description  of certain  information  concerning  the
investment management contract.
    
Each of the Trustees and  principal  officers  affiliated  with the Trust who is
also an  affiliated  person of the  Adviser is named  above,  together  with the
capacity in which such person is affiliated with the Trust or the Adviser.
   
The  Trust on  behalf  of the Fund has  entered  into an  investment  management
contract with the Adviser. Under the investment management contract, the Adviser
provides the Fund (i) with a continuous investment program,  consistent with the
Fund's stated  investment  objectives and policies,  and (ii) supervision of all
aspects of the Fund's operations except those that are delegated to a custodian,
transfer agent or other agent.  The Adviser is responsible for the management of
the Fund's portfolio assets.
    
Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory clients for which the Adviser or affiliates  provide investment advice.
Because of  different  investment  objectives  or other  factors,  a  particular
security  may be bought for one or more  funds or  clients  when one or more are
selling the same security.  If opportunities  for purchase or sale of securities
by the  Adviser for the Fund or for other funds or clients for which the Adviser
renders  investment  advice arise for  consideration  at or about the same time,
transactions  in such  securities  will be made,  insofar as  feasible,  for the
respective  funds or clients in a manner deemed equitable to all of them. To the
extent  that  transactions  on behalf of more than one client of the  Adviser or
affiliates may increase the demand for securities  being purchased or the supply
of securities being sold, there may be an adverse effect on price.

No person  other than the  Adviser and its  directors  and  employees  regularly
furnishes  advice to the Fund with  respect  to the  desirability  of the Fund's
investing  in,  purchasing or selling  securities.  The Adviser may from time to
time receive statistical or other similar factual  information,  and information
regarding  general  economic  factors and trends,  from the Life Company and its
affiliates.

                                       26

<PAGE>

   
All  expenses  which  are not  specifically  paid by the  Adviser  and which are
incurred in the operation of the Fund  (including  fees of Trustees of the Trust
who are not  "interested  persons",  as such term is defined  in the  Investment
Company Act but excluding certain distribution-related activities required to be
paid by the Adviser or John Hancock Funds) are borne by the Fund.
    
   
As provided by the  investment  management  contract,  the Fund pays the Adviser
monthly an investment  management fee, which is accrued daily, based on a stated
percentage of the average of the daily net assets of the Fund as follows:
    

          Net Asset Value                         Annual Rate
          ---------------                         -----------
          First $250,000,000                         0.80%
          Amount over $250,000,000                   0.70%
   
From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's expenses to a specified percentage of average daily net assets.
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  annual  expenses
fall  below this  limit.  On August  31,  1995,  the net assets of the Fund were
$711,600. For the period ended August 31, 1995, the Adviser's management fee was
$4,205.  After the expense reduction by the Adviser,  the management fee for the
period ended August 31, 1995 was zero. The Adviser did not impose any investment
management fee.
    
If the total of all ordinary  business  expenses of the Fund for any fiscal year
exceeds  limitations  prescribed  in any  state in which  shares of the Fund are
qualified for sale, the fee payable to the Adviser will be reduced to the extent
required  by these  limitations.  At this time,  the most  restrictive  limit on
expenses  imposed by a state  requires that expenses  charged to the Fund in any
fiscal year not exceed 2 1/2% of the first $30,000,000 of the Fund's average net
asset value, 2% of the next  $70,000,000 of such net asset value,  and 1 1/2% of
the remaining  average net asset value.  When  calculating the limit above,  the
Fund may exclude interest, brokerage commissions and extraordinary expenses.
   
On March 5, 1996,  the Board of Trustees  approved  retroactively  to January 1,
1996, an agreement to compensate  the Adviser for  performing  necessary tax and
financial  management  services  for the  Fund.  The  compensation  for  1996 is
estimated  to be at an annual  rate of 0.01875% of the average net assets of the
Fund.
    
Pursuant to the investment  management  contract,  the Adviser is not liable for
any error of judgment or mistake of law or for any loss  suffered by the Fund in

                                       27

<PAGE>

connection with the matters to which their respective contract relates, except a
loss resulting from willful  misfeasance,  bad faith or gross  negligence on the
part of the Adviser in the performance of its duties or from reckless  disregard
of the obligations and duties under the applicable contract.
   
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was  organized in 1968 and  currently  has more than $18 billion in assets under
management  in its capacity as  investment  adviser to the Fund and other mutual
funds and publicly  traded  investment  companies  in the John Hancock  group of
funds having approximately 1,080,000  shareholders.  The Adviser is an affiliate
of the  Life  Company,  one of  the  most  recognized  and  respected  financial
institutions in the nation.  With total assets under management of more than $80
billion,  the Life Company is one of ten largest life insurance companies in the
United States,  and carries high ratings from Standard & Poor's and A.M. Best's.
Founded in 1862, the Life Company has been serving clients for over 130 years.
    
   
Under  the  investment  management  contract,  the Fund  may use the name  "John
Hancock"  or any  name  derived  from or  similar  to it only for so long as the
contract or any extension,  renewal or amendment  thereof remains in effect.  If
the  contract  is no longer in effect,  the Fund (to the extent that it lawfully
can)  will  cease to use such a name or any  other  name  indicating  that it is
advised by or otherwise connected with the Adviser. In addition,  the Adviser or
the Life  Company  may  grant  the  non-exclusive  right  to use the name  "John
Hancock" or any similar name to any other  corporation or entity,  including but
not  limited  to any  investment  company  of  which  the  Life  Company  or any
subsidiary  or  affiliate  thereof  or  any  successor  to the  business  of any
subsidiary or affiliate thereof shall be the investment adviser.
    
DISTRIBUTION CONTRACT

The  Fund has a  distribution  contract  with  John  Hancock  Funds.  Under  the
contract, John Hancock Funds is obligated to use its best efforts to sell shares
on  behalf  of  the  Fund.  Shares  of  the  Fund  are  also  sold  by  selected
broker-dealers  which have  entered  into selling  agency  agreements  with John
Hancock Funds.  John Hancock Funds accepts orders for the purchase of the shares
of the Fund which are  continually  offered at net asset value next  determined,
plus any  applicable  sales charge.  In  connection  with the sale of Class A or
Class B shares,  John Hancock Funds and Selling Brokers receive  compensation in
the form of a sales charge imposed,  in the case of Class A shares,  at the time
of sale,  or,  in the case of Class B shares,  on a  deferred  basis.  The sales
charges are discussed further in the Prospectus.
   
The Fund's Trustees adopted Distribution Plans with respect to Class A and Class
B shares (the "Plans") pursuant to Rule 12b-1 under the Investment  Company Act.
Under the Plans, the Fund will pay distribution and service fees at an aggregate
annual rate of up to 0.30% and 1.00% for Class A and Class B,  respectively,  of

                                       28

<PAGE>

the  Fund's  average  daily net  assets  attributable  to shares of that  class.
However,  the service fee will not exceed 0.25% of the Fund's  average daily net
assets  attributable to each class of shares. The distribution fees will be used
to reimburse the Distributor for its  distribution  expenses,  including but not
limited to: (i) initial and ongoing sales  compensation  to Selling  Brokers and
others  (including  affiliates of the  Distributor)  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 that John Hancock Funds is
not fully  reimbursed for expenses  incurred by it under the Class B Plan in any
fiscal  year,  John Hancock  Funds may carry these  expenses  forward,  provided
however,  that the Trustees may  terminate  the Class B Plan and thus the Fund's
obligation to make further payments at any time. Accordingly,  the Fund does not
treat unreimbursed expenses relating to the Class B shares as a liability of the
Fund. The Plans were approved by the Adviser as the initial sole  shareholder of
Class A and Class B shares.  The Plans have also been  approved by a majority of
the  Trustees,  including  a majority  of the  Trustees  who are not  interested
persons of the Fund and who have no direct or indirect financial interest in the
operation of the Plans (the "Independent Trustees"),  by votes cast in person at
meetings called for the purpose of voting on such Plans.
    
Pursuant to the Plans, at least quarterly,  John Hancock Funds provides the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which these  expenditures  were made. The Trustees review these reports on a
quarterly basis.

During the fiscal year ended August 31, 1995 the Funds paid John  Hancock  Funds
the following amounts of expenses with respect to the Class A and Class B shares
of the Fund:
<TABLE>
<CAPTION>
   
                                           Expense Items

                                   Printing and Mailing     
                                   of Prospectus to New     Compensation to      Interest Carrying or
                   Advertising          Shareholders        Selling Brokers     Other Finance Charges
                   -----------          ------------        ---------------     ---------------------
<S>                      <C>                 <C>                 <C>                 <C> 
Class A Shares         $163                 $ 0                   $544                   $870
Class B Shares         $  0                 $ 0                   $  0                   $  0
</TABLE>


No Class B shares were outstanding during the period ended August 31, 1995.
    
Each of the Plans  provides  that it will continue in effect only so long as its
continuance is approved at least annually by a majority of both the Trustees and

                                       29

<PAGE>

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

When the Trust  seeks an  Independent  Trustee to fill a vacancy or as a nominee
for election by  shareholders,  the selection or  nomination of the  Independent
Trustee is, under  resolutions  adopted by the Trustees  contemporaneously  with
their  adoption of the Plans,  committed to the  discretion  of the Committee on
Administration  of the Trustees.  The members of the Committee on Administration
are all Independent  Trustees and are identified in this Statement of Additional
Information under the heading "Those Responsible for Management."

NET ASSET VALUE
   
For purposes of  calculating  the net asset value ("NAV") of the Fund's  shares,
the following procedures are utilized wherever applicable.
    
Debt investment  securities are valued on the basis of valuations furnished by a
principal  market maker or a pricing  service,  both of which generally  utilize
electronic  data  processing  techniques  to  determine  valuations  for  normal
institutional  size trading units of debt securities  without exclusive reliance
upon quoted prices.
   
Equity  securities  traded on a  principal  exchange or NASDAQ  National  Market
Issues  are  generally  valued  at last  sale  price  on the  day of  valuation.
Securities  in the  aforementioned  category for which no sales are reported and
securities  traded over-  the-counter are generally valued at the last available
bid price.
    
Short-term debt investments  which have a remaining  maturity of 60 days or less
are generally  valued at amortized  cost which  approximates  market  value.  If
market  quotations are not readily available or if in the opinion of the Adviser
any  quotation or price is not  representative  of true market  value,  the fair
value  of the  security  may be  determined  in good  faith in  accordance  with
procedures approved by the Trustees.

                                       30

<PAGE>

   
Foreign securities are valued on the basis of quotations from the primary market
in which  they are  traded.  Any  assets or  liabilities  expressed  in terms of
foreign  currencies are translated into U.S. dollars by the custodian bank based
on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon,
New York time) on the date of any determination of the Fund's NAV. If quotations
are not readily available,  or the value has been materially  affected by events
occurring after the closing of a foreign  market,  assets are valued by a method
that the Trustees believe accurately reflects fair value.
    
   
The Fund will not price its securities on the following national  holidays:  New
Year's Day; Presidents' Day; Good Friday;  Memorial Day; Independence Day; Labor
Day;  Thanksgiving Day; and Christmas Day. On any day an international market is
closed and the New York Stock Exchange is open, any foreign  securities  will be
valued at the prior day's close with the current day's exchange rate. Trading of
foreign  securities  may take place on Saturdays and U.S.  business  holidays on
which the  Fund's NAV is not  calculated.  Consequently,  the  Fund's  portfolio
securities  may trade and the NAV of the  Fund's  redeemable  securities  may be
significantly affected on days when a shareholder has no access to the Fund.
    
INITIAL SALES CHARGE ON CLASS A SHARES

The sales  charges  applicable  to  purchases  of Class A shares of the Fund are
described in the Fund's  Prospectus.  Methods of obtaining reduced sales charges
referred to generally  in the  Prospectus  are  described  in detail  below.  In
calculating the sales charge  applicable to current  purchases of Class A shares
of the Fund,  the investor is entitled to cumulate  current  purchases  with the
greater of the current  value (at  offering  price) of the Class A shares of the
Fund  owned  by  the  investor,  or if  Investor  Services  is  notified  by the
investor's  dealer or the investor at the time of the purchase,  the cost of the
Class A shares owned.

Combined  Purchases.  In calculating the sales charge applicable to purchases of
shares  made at one  time,  the  purchases  will be  combined  if made by (a) an
individual,  his  spouse  and their  children  under  the age of 21,  purchasing
securities  for his or their  own  account,  (b) a  trustee  or other  fiduciary
purchasing  for a single  trust,  estate or  fiduciary  account  and (c) certain
groups of four or more  individuals  making use of salary  deductions or similar
group  methods of payment  whose funds are  combined  for the purchase of mutual
fund shares.  Further  information about combined  purchases,  including certain
restrictions on combined group purchases, is available from Investor Services or
a Selling Broker's representative.
   
Without Sales Charges.  Class A shares may be offered  without a front-end sales
charge or CDSC to various individuals and institutions as follows:
    
                                       31

<PAGE>

   
     o    Any state, county or any instrumentality,  department,  authority,  or
          agency of these  entities that is prohibited by applicable  investment
          laws from paying a sales charge or commission when it purchases shares
          of any registered investment management company.
     o    A bank,  trust  company,  credit union,  savings  institution or other
          depository institution, its trust departments or common trust funds if
          it is purchasing $1 million or more for non-discretionary customers or
          accounts.
     o    A Trustee  or  officer  of the  Trust;  a  Director  or officer of the
          Adviser and its  affiliates  or Selling  Brokers;  employees  or sales
          representatives of any of the foregoing;  retired officers,  employees
          or Directors of any of the foregoing; a member of the immediate family
          (spouse,  children,  mother, father, sister,  brother,  mother-in-law,
          father-in-law) of any of the foregoing;  or any fund, pension,  profit
          sharing or other benefit plan for the individuals described above.
     o    A  broker,  dealer,   financial  planner,   consultant  or  registered
          investment  advisor  that has  entered  into an  agreement  with  John
          Hancock  Funds  providing  specifically  for the use of Fund shares in
          fee-based  investment  products or services  made  available  to their
          clients.
     o    A former  participant  in an employee  benefit  plan with John Hancock
          funds, when he or she withdraws from his or her plan and transfers any
          or all of his or her plan  distributions  directly  to the  Fund.  
     o    A member of an approved affinity group financial services plan.
     o    Existing  full  service  clients  of the Life  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.  However,  if the  shares are
          redeemed  within 12 months after the end of the calendar year in which
          the purchase was made, a CDSC will be imposed at the following rate:
    
   
                        Amount Invested                      CDSC Rate
                        ---------------                      ---------
                   $1 million to $4,999,999                    1.00%
                 Next $5 million to $9,999,999                 0.50%
                Amounts of $10 million and over                0.25%
    
   
Shareholders of the John Hancock Global Technology Fund who were shareholders of
John Hancock National Aviation & Technology Fund ("National  Aviation") who held
shares prior to May 1, 1984 are permitted  for an indefinite  period to purchase
additional shares of the John Hancock Global Technology Fund at net asset value,
without a sales charge,  provided that the purchasing shareholder held shares of
National Aviation continuously from April 30, 1984 to July 28, 1995 (the date of
the merger of National  Aviation into the John Hancock Global  Technology  Fund)
and shares of the John Hancock Global Technology Fund from that date to the date
of the purchase in question.
    
   
Class A  shares  may  also be  acquired  without  an  initial  sales  charge  in
connection  with  certain  liquidation,   merger  or  acquisition   transactions
involving other investment companies or personal holding companies.
    
Accumulation Privilege.  Investors (including investors combining purchases) who
are  already  Class A  shareholders  may also  obtain the benefit of the reduced

                                       32

<PAGE>

sales charge by taking into account not only the amount then being  invested but
also the purchase  price or current  account value of the Class A shares already
held by such person.

Combination  Privilege.  Reduced  sales  charges  (according to the schedule set
forth  in the  Prospectus)  also  are  available  to an  investor  based  on the
aggregate  amount of his concurrent  and prior  investments in Class A shares of
the Fund and shares of all other John Hancock funds which carry an initial sales
charge.

Letter  of  Intention.   The  reduced  sales  charges  are  also  applicable  to
investments made over a thirteen-month  period pursuant to a Letter of Intention
(the  "LOI"),  which  should  be read  carefully  prior to its  execution  by an
investor.  The Fund offers two options regarding the specified period for making
investments  under the LOI.  All  investors  have the  option  of  making  their
investments over a specified  period of thirteen (13) months.  Investors who are
using the Fund as a funding medium for a qualified retirement plan, however, may
opt to make the necessary  investments  called for by the LOI over a forty-eight
(48) month  period.  These  qualified  retirement  plans include group IRA, SEP,
SARSEP,  TSA and  401(k),  TSA  and 457  plans.  Such an  investment  (including
accumulations and  combinations)  must aggregate $50,000 or more invested during
the specified  period from the date of the LOI or from a date within ninety (90)
days prior thereto, upon written request to Investor Services.  The sales charge
applicable to all amounts invested under the LOI is computed as if the aggregate
amount intended to be invested had been invested immediately.  If such aggregate
amount is not  actually  invested,  the  difference  between  the  sales  charge
actually paid and the sales charge payable had the LOI not been in effect is due
from the investor. However, for the purchases actually made within the specified
period (either 13 or 48 months) the sales charge  applicable  will not be higher
than that which would have applied  (including  accumulations  and combinations)
had the LOI been for the amount actually invested.

The  LOI  authorizes  Investor  Services  to hold in  escrow  sufficient  shares
(approximately  5% of the  aggregate) to make up any difference in sales charges
on the amount  intended to be invested and the amount actually  invested,  until
such  investment  is completed  within the specified  period,  at which time the
escrow shares will be released.  If the total investment specified in the LOI is
not  completed,  the shares held in escrow may be redeemed and the proceeds used
as  required to pay such sales  charge as may be due.  By signing  the LOI,  the
investor authorizes  Investor Services to act as his  attorney-in-fact to redeem
any escrowed  shares and adjust the sales charge,  if necessary.  A LOI does not
constitute a binding  commitment  by an investor to purchase,  or by the Fund to
sell, any additional shares and may be terminated at any time.

                                       33

<PAGE>

DEFERRED SALES CHARGE ON CLASS B SHARES

Investments in Class B shares are purchased at net asset value per share without
the imposition of an initial sales charge so that the Fund will receive the full
amount of the purchase payment.
   
Contingent  Deferred  Sales Charge Class B shares which are redeemed  within six
years of purchase will be subject to a contingent deferred sales charge ("CDSC")
at the rates set forth in the  Prospectus  as a percentage  of the dollar amount
subject  to the CDSC.  The charge  will be  assessed  on an amount  equal to the
lesser of the current market value or the original  purchase cost of the Class B
shares  being  redeemed.  Accordingly,  no CDSC will be imposed on  increases in
account  value  above the  initial  purchase  prices,  including  Class B shares
derived from reinvestment of dividends or capital gains  distributions.  No CDSC
will be imposed on shares  derived  from  reinvestment  of  dividends or capital
gains distributions.
    
   
Class B shares are not  available to  full-service  defined  contribution  plans
administered  by Investor  Services or the Life  Company  that had more than 100
eligible employees at the inception of the Fund account.
    
   
The amount of the CDSC, if any, will vary  depending on the number of years from
the  time of  payment  for the  purchase  of Class B  shares  until  the time of
redemption  of such  shares.  Solely for purposes of  determining  the number of
years from the time of any payment for the  purchases  of shares,  all  payments
during a month will be aggregated  and deemed to have been made on the first day
of the month.
    
   
In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  or those you  acquired  through
dividend and capital gain  reinvestment,  and next from the shares you have held
the longest  during the six-year  period.  For this  purpose,  the amount of any
increase in a share's value above its initial  purchase price is not regarded as
a share exempt from CDSC.  Thus,  when a share that has  appreciated in value is
redeemed during the CDSC period, a CDSC is assessed only on its initial purchase
price.
    
   
When requesting a redemption for a specific dollar amount please indicate if you
require the proceeds to equal the dollar  amount  requested.  If not  indicated,
only the  specified  dollar  amount will be redeemed  from your  account and the
proceeds will be less any applicable CDSC.
    
                                       34
<PAGE>

   
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 
 (dividend reinvestment)                                                   -120
* Minus appreciation on remaining shares (40 shares X $2)                   -80
                                                                           ----
* Amount subject to CDSC                                                   $400
    
Proceeds  from the CDSC are paid to John Hancock  Funds and are used in whole or
in part by John  Hancock  Funds to defray  its  expenses  related  to  providing
distribution-related  services  to the Fund in  connection  with the sale of the
Class B shares,  such as the payment of  compensation  to select Selling Brokers
for selling Class B shares. The combination of the CDSC and the distribution and
service  fees  facilitates  the  ability  of the Fund to sell the Class B shares
without a sales  charge  being  deducted  at the time of the  purchase.  See the
Prospectus for additional information regarding the CDSC.
   
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:

For all account types:

* Redemptions made pursuant to the Fund's right to liquidate your account if you
  own shares worth less than $1,000.
* Redemptions made under certain liquidation, merger or acquisition transactions
  involving other investment companies or personal holding companies.
* Redemptions due to death or disability.
* Redemptions  made under the  Reinstatement  Privilege,  as described in "Sales
  Charge Reductions and Waivers" of the Prospectus.

For Retirement  Accounts (such as IRA,  Rollover IRA, TSA, 457, 403(b),  401(k),
Money Purchase Pension Plan, Profit-Sharing Plan and other plans qualified under
the Code) unless otherwise noted.

* Redemptions made to effect mandatory  distributions under the Internal Revenue
  Code after age 70 1/2.
                              
* Returns of excess contributions made to these plans.

* Redemptions made to effect distributions to participants or beneficiaries from
  employer sponsored retirement plans such as 401(k), 403(b), 457. In all cases,
  the distribution must be free from penalty under the Code.
* Redemptions made to effect distributions from an Individual Retirement Account
  either before age 59 1/2 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.
    
                                       35

<PAGE>

   
* Redemptions  from certain IRA and retirement plans that purchased shares prior
  to October 1, 1992 and certain IRA plans that purchased shares prior to May 
  15, 1995.

For non-retirement accounts (please see above for retirement account waivers):

* Redemptions of Class B shares made under a periodic  withdrawal  plan, as long
  as your annual redemptions do not exceed 10% of your account value at the time
  you established your periodic withdrawal plan and 10% of the value of 
  subsequent investments (less  redemptions) in that account at the time you 
  notify Investor Services. (Please note, this waiver does not apply to periodic
  withdrawal plan redemptions of Class A shares that are subject to a CDSC.)

Please see matrix for reference.

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

CDSC Waiver Matrix for Class B Funds
    
   
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                   401(a) Plan                                                         
Type of            (401(k), MPP,                                      IRA, IRA         
Distribution       PSP)                 403(b)          457           Rollover          Non-retirement
- ------------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>             <C>             <C>             <C>
Death or           Waived               Waived          Waived          Waived          Waived
Disability                                                                             
- ------------------------------------------------------------------------------------------------------
Over 70 1/2        Waived               Waived          Waived          Waived          10% of account
                                                                                        value annually
                                                                                        in periodic   
                                                                                        payments      
- ------------------------------------------------------------------------------------------------------
Between 59 1/2                                                          Only Life       10% of account
and 70 1/2         Waived               Waived          Waived          Expectancy      value annually
                                                                                        in periodic   
                                                                                        payments      
- ------------------------------------------------------------------------------------------------------    
Under 59 1/2       Waived for    
                   rollover, or  
                   annuity       
                   payments. Not                                                        10% of account
                   waived if paid       Waived for      Waived for      Waived for      value annually
                   directly to          annuity         annuity         annuity         in periodic   
                   participant.         payments        payments        payments        payments      
- ------------------------------------------------------------------------------------------------------
Loans              Waived               Waived          N/A             N/A             N/A
- ------------------------------------------------------------------------------------------------------
Termination of     Not Waived           Not Waived      Not Waived      Not Waived      N/A
Plan
- ------------------------------------------------------------------------------------------------------
Return of          Waived               Waived          Waived          Waived          N/A
Excess
- ------------------------------------------------------------------------------------------------------
</TABLE>
    
SPECIAL REDEMPTIONS

Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion he would incur a brokerage charge. Any such
securities  would be valued for the  purposes of making such payment at the same
value as used in determining net asset value. The Fund has, however,  elected to
be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the
Fund must redeem its shares for cash  except to the extent  that the  redemption

                                       36

<PAGE>

payments to any shareholder during any 90- day period would exceed the lesser of
$250,000 or 1% of the Fund's net asset value at the beginning of such period.

ADDITIONAL SERVICES AND PROGRAMS FOR CLASS A AND CLASS B SHARES

Exchange Privilege.  As described in the Prospectus,  the Fund permits exchanges
of  shares of any  class of the Fund for  shares of the same  class in any other
John Hancock fund offering that class.
   
Systematic  Withdrawal Plan. As described briefly in the Fund's Prospectus,  the
Fund permits the establishment of a Systematic  Withdrawal Plan.  Payments under
this plan represent  proceeds arising from the redemption of Fund shares.  Since
the  redemption  price  of the  Fund  shares  may  be  more  or  less  than  the
shareholder's  cost,  depending upon the market value of the securities owned by
the Fund at the time of  redemption,  a  withdrawal  pursuant  to this  plan may
result in recognition  of gain or loss for purposes of Federal,  state and local
income taxes. The maintenance of a Systematic  Withdrawal Plan concurrently with
purchases  of  additional  Class A or  Class  B  shares  of the  Fund  could  be
disadvantageous to a shareholder  because of the initial sales charge payable on
purchases  of Class A shares  and the CDSC  imposed  on  redemptions  of Class B
shares and because  redemptions  are taxable  events.  Therefore,  a shareholder
should not purchase Class A or Class B shares at the same time that a Systematic
Withdrawal  Plan is in  effect.  The  Fund  reserves  the  right  to  modify  or
discontinue the Systematic  Withdrawal  Planof any shareholder on 30 days' prior
written notice to such  shareholder,  or to discontinue the availability of such
plan in the future. The shareholder may terminate the plan at any time by giving
proper notice to Investor Services.
    
Monthly Automatic  Accumulation Program ("MAAP").  The program, as it relates to
automatic investment checks, is subject to the following conditions:

The investments will be drawn on or about the day of the month indicated.

The privilege of making investments  through the Monthly Automatic  Accumulation
Program  may be  revoked  by  Investor  Services  without  prior  notice  if any
investment is not honored by the shareholder's  bank. The bank shall be under no
obligation to notify the shareholder as to the non-payment of any checks.

The  program  may be  discontinued  by the  shareholder  either by calling  Fund
Services or upon written notice to Fund Services which is received at least five
(5) business days prior to the due date of any investment.

Reinvestment  Privilege.  A shareholder who has redeemed shares of the Fund may,
within  120 days after the date of  redemption,  reinvest  without  payment of a

                                       37

<PAGE>

sales charge any part of the redemption  proceeds in shares of the same class of
the Fund or in any other  John  Hancock  mutual  fund,  subject  to the  minimum
investment  limit of that fund.  The  proceeds  from the  redemption  of Class A
shares may be  reinvested  at net asset value  without  paying a sales charge in
Class A shares of the Fund or in Class A shares of another John  Hancock  mutual
fund.  If a CDSC was paid upon a  redemption,  a  shareholder  may  reinvest the
proceeds from this  redemption  at net asset value in  additional  shares of the
class from which the  redemption  was made.  The  shareholder's  account will be
credited with the amount of any CDSC charged upon the prior  redemption  and the
new shares will  continue to be subject to the CDSC.  The holding  period of the
shares acquired  through  reinvestment  will, for purposes of computing the CDSC
payable upon a subsequent redemption, include the holding period of the redeemed
shares. The Fund may modify or terminate the reinvestment privilege at any time.
   
A  redemption  or  exchange of shares of the Fund is a taxable  transaction  for
Federal income tax purposes even if the reinvestment privilege is exercised, and
any  gain  or  loss  realized  by a  shareholder  on  the  redemption  or  other
disposition  of Fund shares will be treated for tax purposes as described  under
the caption "Tax Status."
    
DESCRIPTION OF THE FUND'S SHARES

The Trustees of the Trust are  responsible for the management and supervision of
the Fund.  The  Declaration  of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial  interest of the Fund without
par value.  Under the  Declaration of Trust,  the Trustees have the authority to
create and classify shares of beneficial  interest in separate  series,  without
further action by  shareholders.  As of the date of this Statement of Additional
Information,  the Trustees  have  authorized  shares of the Fund and three other
series.  Additional series may be added in the future.  The Declaration of Trust
also  authorizes the Trustees to classify and reclassify the shares of the Fund,
or any other series of the Trust,  into one or more  classes.  As of the date of
this  Statement of  Additional  Information,  the Trustees have  authorized  the
issuance of two classes of shares of the Fund,  designated  as Class A and Class
B.
   
The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to the relevant class of the Fund. The
holders of Class A and Class B shares each have certain  exclusive voting rights
on matters relating to their respective Rule 12b-1 distribution plans. Dividends
paid  by the  Fund,  if any,  with  respect  to each  class  of  shares  will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount,  except for  differences  resulting  from the facts that (i)
Class B shares will pay higher distribution and service fees than Class A shares
and  (ii)  each of Class A and  Class B shares  will  bear  any  class  expenses
properly allocable to such class of shares,  subject to the requirements imposed
by the Internal Revenue Service or funds that have a  multiple-class  structure.
Similarly,  the net asset  value per  share may vary  depending  on the class of

                                       38

<PAGE>

shares purchased.  When issued,  shares are fully paid and non-assessable by the
Trust. In the event of liquidation,  shareholders are entitled to share pro rata
in proportion to the net asset value of the shares in the net assets of the Fund
available for distribution to these  shareholders.  Shares entitle their holders
to one  vote  per  share,  are  freely  transferable  and  have  no  preemptive,
subscription or conversion rights.
    
Unless  otherwise  required by the Investment  Company Act or the Declaration of
Trust,  the Trust has no intention of holding annual  meetings of  shareholders.
Trust  shareholders  may  remove a Trustee by the  affirmative  vote of at least
two-thirds of the Trust's  outstanding  shares and the Trustees  shall  promptly
call a meeting for such purpose when requested to do so in writing by the record
holders  of  not  less  than  10%  of  the  outstanding  shares  of  the  Trust.
Shareholders   may,  under  certain   circumstances,   communicate   with  other
shareholders in connection  with  requesting a special meeting of  shareholders.
However,  at any time that less than a majority of the Trustees  holding  office
were elected by the  shareholders,  the Trustees will call a special  meeting of
shareholders for the purpose of electing Trustees.

Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the Trust.  However,  the Fund's  Declaration  of Trust  contains  an express
disclaimer  of  shareholder  liability for acts,  obligations  or affairs of the
Trust.  The  Declaration of Trust also provides for  indemnification  out of the
Trust  assets for all losses and  expenses of any  shareholder  held  personally
liable by reason of being or having been a  shareholder.  Liability is therefore
limited to  circumstances  in which the Trust itself would be unable to meet its
obligations, and the possibility of this occurrence is remote.
   
In order to avoid conflicts with portfolio  trades for the Fund, the Adviser and
the Fund have adopted extensive  restrictions on personal  securities trading by
personnel of the Adviser and its  affiliates.  Some of these  restrictions  are:
pre-clearance  for all  personal  trades  and a ban on the  purchase  of initial
public offerings,  as well as contributions to specified charities of profits on
securities held for less than 91 days. These  restrictions are a continuation of
the basic  principle  that the interests of the Fund and its  shareholders  come
first.
    
TAX STATUS
   
Each series of the Trust,  including the Fund,  is treated as a separate  entity
for tax  purposes.  The  Fund has  qualified  and  elected  to be  treated  as a
"regulated  investment  company"  under  Subchapter M of the Code and intends to
continue to so qualify for each taxable year. As such and by complying  with the
applicable  provisions  of the Code  regarding  the sources of its  income,  the
timing of its  distributions,  and the  diversification  of its assets, the Fund

                                       39

<PAGE>

will not be subject to Federal  income  tax on  taxable  income  (including  net
realized  capital gains) which is distributed to shareholders in accordance with
the timing requirements of the Code.
    
   
The Fund will be subject to a four percent  nondeductible  Federal excise tax on
certain amounts not distributed (and not treated as having been  distributed) on
a timely basis in accordance with annual minimum distribution requirements.  The
Fund intends under normal  circumstances to seek to avoid or minimize  liability
for such tax by satisfying such distribution requirements.
    
   
Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long-term  capital gain. (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net
short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.) Some distributions from investment company taxable income
and/or  net  capital  gain  may  be  paid  in  January  but  may be  taxable  to
shareholders  as if they had been received on December 31 of the previous  year.
The  tax  treatment  described  above  will  apply  without  regard  to  whether
distributions  are received in cash or reinvested  in  additional  shares of the
Fund.
    
   
Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.
    
   
Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
foreign  currency  forward  contracts,  certain options or futures  contracts on
foreign currencies,  foreign currencies,  or payables or receivables denominated
in a foreign  currency are subject to Section 988 of the Code,  which  generally
causes such gains and losses to be treated as ordinary income and losses and may
affect the amount,  timing and character of distributions  to shareholders.  Any
such  transactions  that are not directly  related to the Fund's  investment  in
stock or  securities,  possibly  including  speculative  currency  positions  or
currency  derivatives not used for hedging purposes,  may increase the amount of
gain it is  deemed  to  recognize  from  the  sale  of  certain  investments  or
derivatives  held for less than three  months,  which gain is limited  under the
Code to less than 30% of its gross income for each taxable  year,  and may under

                                       40

<PAGE>

future  Treasury  regulations  produce income not among the types of "qualifying
income"  from  which the Fund must  derive at least 90% of its gross  income for
each  taxable  year.  If the net  foreign  exchange  loss for a year  treated as
ordinary  loss under  Section 988 were to exceed the Fund's  investment  company
taxable  income  computed  without  regard  to such loss the  resulting  overall
ordinary  loss  for  such  year  would  not be  deductible  by the  Fund  or its
shareholders in future years.
    
   
If the Fund invests in stock of certain  non-U.S.  corporations  that receive at
least 75% of their annual gross income from passive  sources  (such as interest,
dividends,  rentals,  royalties  or capital  gain) or hold at least 50% of their
assets in investments producing such passive income ("passive foreign investment
companies"),  the Fund could be subject  to  Federal  income tax and  additional
interest charges on "excess  distributions"  received from these passive foreign
investment  companies or gain from the sale of stock in such companies,  even if
all income or gain actually  received by the Fund is timely  distributed  to its
shareholders. The Fund would not be able to pass through to its shareholders any
credit  or  deduction  for such a tax.  Certain  elections  may,  if  available,
ameliorate these adverse tax  consequences,  but any such election could require
the Fund to recognize  taxable income or gain without the concurrent  receipt of
cash.  The Fund may limit  and/or  manage its  investments  in  passive  foreign
investment  companies to minimize its tax  liability or maximize its return from
these investments.
    
   
Limitations imposed by the Code on regulated  investment companies like the Fund
may  restrict the Fund's  ability to enter into  options and futures  contracts,
foreign currency  positions and foreign currency forward  contracts.  Certain of
these  transactions may cause the Fund to recognize gains or losses from marking
to market even though its  positions  have not been sold or  terminated  and may
affect the  character  as long-term  or  short-term  (or, in the case of certain
foreign currency options,  futures and forward contracts,  as ordinary income or
loss) of some  capital  gains and  losses  realized  by the Fund.  Additionally,
certain of the Fund's losses on transactions involving options, futures, forward
contracts,  and any  offsetting  or successor  positions in its portfolio may be
deferred  rather than being taken into  account  currently  in  calculating  the
Fund's taxable income or gain.  Certain of such  transactions may also cause the
Fund to dispose of investments sooner than would otherwise have occurred.  These
transactions may therefore affect the amount, timing and character of the Fund's
distributions to  shareholders.  The Fund will take into account the special tax
rules   applicable  to  options,   futures  or  forward   contracts,   including
consideration of available elections, in order to seek to minimize any potential
adverse tax consequences.
    
The amount of net realized  capital gains, if any, in any given year will result
from sales of securities or the use of options or future  contracts  made with a
view to the maintenance of a portfolio  believed by the Fund's  management to be

                                       41

<PAGE>

most likely to attain the Fund's objective. Such sales and transactions, and any
resulting gains or losses, may therefore vary considerably from year to year. At
the time of an  investor's  purchase of Fund  shares,  a portion of the purchase
price is often attributable to realized or unrealized appreciation in the Fund's
portfolio or undistributed taxable income of the Fund. Consequently,  subsequent
distributions on those shares from such appreciation or income may be taxable to
such  investor  even if the net asset  value of the  investor's  shares is, as a
result of the  distributions,  reduced below the investor's cost for such shares
and the distributions in reality represent a return of a portion of the purchase
price.
   
Upon a redemption  of shares of the Fund  (including by exercise of the exchange
privilege)  a  shareholder  will  ordinarily  realize  a  taxable  gain  or loss
depending  upon the  amount  of the  proceeds  and the  investor's  basis in his
shares.  Such gain or loss will be treated as capital gain or loss if the shares
are  capital  assets  in the  shareholder's  hands  and  will  be  long-term  or
short-term,  depending upon the  shareholder's tax holding period for the shares
and  subject to the  special  rules  described  below.  A sales  charge  paid in
purchasing  Class A shares of the Fund cannot be taken into account for purposes
of determining  gain or loss on the redemption or exchange of such shares within
90 days after their  purchase to the extent  shares of the Fund or another  John
Hancock  fund  are  subsequently  acquired  without  payment  of a sales  charge
pursuant to the reinvestment or exchange privilege. This disregarded charge will
result in an increase in the shareholder's tax basis in the shares  subsequently
acquired.  Also, any loss realized on a redemption or exchange may be disallowed
to the extent the shares  disposed of are replaced with other shares of the Fund
within a period of 61 days,  beginning  30 days  before and ending 30 days after
the  shares  are   disposed   of,  such  as  pursuant  to   automatic   dividend
reinvestments. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed  loss. Any loss realized upon the redemption of shares
with a tax  holding  period of six months or less will be treated as a long-term
capital loss to the extent of any amounts treated as  distributions of long-term
capital gain with respect to such shares.
    
   
Although the Fund's present intention is to distribute,  at least annually,  all
net capital gain, if any, the Fund reserves the right to retain and reinvest all
or any portion of the excess,  as computed for Federal  income tax purposes,  of
net long-term  capital gain over net  short-term  capital loss in any year.  The
Fund will not in any event  distribute  net capital gain realized in any year to
the extent that a capital loss is carried  forward from prior years against such
gain.  To  the  extent  such  excess  was  retained  and  not  exhausted  by the
carryforward  of prior  years'  capital  losses,  it would be subject to Federal
income tax in the hands of the Fund.  Upon proper  designation of this amount by
the Fund, each  shareholder  would be treated for Federal income tax purposes as
if the Fund had  distributed  to him on the last day of its taxable year his pro
rata share of such excess,  and he had paid his pro rata share of the taxes paid
by the  Fund  and  reinvested  the  remainder  in the  Fund.  Accordingly,  each

                                       42

<PAGE>

shareholder  would (a) include  his pro rata share of such  excess as  long-term
capital  gain in his  return for his  taxable  year in which the last day of the
Fund's taxable year falls,  (b) be entitled either to a tax credit on his return
for,  or to a refund of,  his pro rata share of the taxes paid by the Fund,  and
(c) be entitled to increase  the  adjusted  tax basis for his Fund shares by the
difference  between  his pro rata share of such excess and his pro rata share of
such taxes.
    
For Federal  income tax  purposes,  the Fund is permitted to carry forward a net
realized  capital loss in any year to offset net capital gains,  if any,  during
the eight years  following  the year of the loss. To the extent  subsequent  net
realized  capital  gains are  offset by such  losses,  they  would not result in
Federal  income  tax  liability  to the  Fund and as noted  above  would  not be
distributed  as such to  shareholders.  Presently,  there  are no  capital  loss
carryforwards available to offset against future net realized capital gains.
   
For purposes of the  dividends-received  deduction  available  to  corporations,
dividends received by the Fund from U.S. domestic corporations in respect of any
share of stock held by the Fund, for U.S.  Federal  income tax purposes,  for at
least 46 days (91 days in the case of certain  preferred  stock) and distributed
and  properly  designated  by the Fund may be treated as  qualifying  dividends.
Corporate  shareholders must meet the minimum holding period  requirement stated
above (46 or 91 days) with  respect to their Fund shares in order to qualify for
the deduction  and, if they have any debt that is deemed under the Code directly
attributable to Fund shares,  may be denied a portion of the dividends  received
deduction.  The entire qualifying dividend,  including the  otherwise-deductible
amount, will be included in determining  alternative  minimum tax liability,  if
any.  Additionally,  any corporate  shareholder  should  consult its tax adviser
regarding the possibility  that its tax basis in its shares may be reduced,  for
Federal income tax purposes,  by reason of  "extraordinary  dividends"  received
with  respect to the shares,  for the purpose of  computing  its gain or loss on
redemption or other disposition of the shares.
    
   
The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries with respect to its investments in foreign securities. Tax conventions
between  certain  countries and the U.S. or  deductions  may reduce or eliminate
such taxes in some cases.  Investors  may be entitled to claim U.S.  foreign tax
credits or  deductions  with respect to foreign  income  taxes or certain  other
foreign taxes  ("qualified  foreign taxes"),  subject to certain  provisions and
limitations contained in the Code. Specifically,  if more than 50% of the Fund's
total assets at the close of any taxable year consist of stock or  securities of
foreign  corporations,  the Fund may file an election with the Internal  Revenue
Service  pursuant  to which  shareholders  of the Fund will be  required  to (i)
include  in  ordinary  gross  income  (in  addition  to  taxable  dividends  and
distributions  actually  received)  their pro rata shares of  qualified  foreign
taxes paid by the Fund even though not actually received by them, and (ii) treat
such respective pro rata portions as foreign taxes paid by them.
    
                                       43

<PAGE>

   
If the Fund makes this  election,  shareholders  may then  deduct  such pro rata
portions of qualified  foreign  taxes in computing  their taxable  incomes,  or,
alternatively,   use  them  as  foreign  tax  credits,   subject  to  applicable
limitations,  against their U.S.  federal income taxes.  Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct  their pro rata  portion  of  qualified  foreign  taxes paid by the Fund,
although  such  shareholders  will be required to include  their  shares of such
taxes in gross  income.  Shareholders  who claim a foreign  tax  credit for such
foreign taxes may be required to treat a portion of dividends  received from the
Fund as a separate  category of income for purposes of computing the limitations
on the foreign tax credit.  Tax-exempt  shareholders will ordinarily not benefit
from  this  election.  Each  year (if any)  that the  Fund  files  the  election
described  above,  its  shareholders  will be notified of the amount of (i) each
shareholder's  pro rata share of  qualified  foreign  taxes paid by the Fund and
(ii) the portion of Fund  dividends  that  represents  income from each  foreign
country. If the Fund cannot or does not make this election, the Fund will deduct
the  foreign  taxes it pays in  determining  the  amount  it has  available  for
distribution to shareholders,  and  shareholders  will not include these foreign
taxes in their  income,  nor will  they be  entitled  to any tax  deductions  or
credits with respect to such taxes.
    
   
The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding cash payments.  The mark to
market rules  applicable  to certain  options,  futures  contracts,  and forward
contracts  may also  require  the Fund to  recognize  income  or gain  without a
concurrent  receipt of cash.  However,  the Fund must distribute to shareholders
for each taxable year substantially all of its net income and net capital gains,
including such income or gain, to qualify as a regulated  investment company and
avoid  liability for any federal income or excise tax.  Therefore,  the Fund may
have to dispose of its portfolio securities under disadvantageous  circumstances
to generate  cash,  or may have to leverage  itself by  borrowing  the cash,  to
satisfy these distribution requirements.
    
   
A state  income (and  possibly  local income  and/or  intangible  property)  tax
exemption is generally available to the extent (if any) the Fund's distributions
are derived from interest on (or, in the case of intangibles taxes, the value of
its assets is attributable to) certain U.S. Government obligations,  provided in
some states that  certain  thresholds  for holdings of such  obligations  and/or
reporting  requirements  are  satisfied.  The Fund will not seek to satisfy  any
threshold  or  reporting  requirements  that  may  apply  in  particular  taxing
jurisdictions,  although the Fund may in its sole  discretion  provide  relevant
information to shareholders.
    
   
The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the

                                       44

<PAGE>

redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report interest or dividend income.  The Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provision.
    
Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement  distributions and certain
prohibited  transactions,  is  accorded  to  accounts  maintained  as  qualified
retirement  plans.  Shareholders  should  consult  their tax  advisers  for more
information.
   
The  foregoing  discussion  relates  solely to U.S.  Federal  income  tax law as
applicable to U.S. persons (i.e.,  U.S.  citizens or residents and U.S. domestic
corporations,  partnerships,  trusts or estates)  subject to tax under such law.
The discussion does not address special tax rules  applicable to certain classes
of investors,  such as tax-exempt entities,  insurance companies,  and financial
institutions.  Dividends, capital gain distributions,  and ownership of or gains
realized on the  redemption  (including  an exchange) of Fund shares may also be
subject to state and local  taxes.  Shareholders  should  consult  their own tax
advisers as to the  Federal,  state or local tax  consequences  of  ownership of
shares of the Fund in their particular circumstances.
    
   
Non-U.S. investors not engaged in a U.S. trade or business with which their Fund
investment is effectively  connected will be subject to U.S.  Federal income tax
treatment that is different from that described  above.  These  investors may be
subject to nonresident alien withholding tax at the rate of 30% (or a lower rate
under an applicable  tax treaty) on amounts  treated as ordinary  dividends from
the Fund and, unless an effective IRS Form W-8 or authorized substitute for Form
W-8 is on file, to 31% backup  withholding  on certain  other  payments from the
Fund.  Non-U.S.  investors  should  consult  their tax advisers  regarding  such
treatment and the application of foreign taxes to an investment in the Fund.
    
                                       45

<PAGE>

The Fund is not subject to  Massachusetts  corporate  excise or franchise taxes.
Provided  that the Fund  qualifies as a regulated  investment  company under the
Code, it will also not be required to pay any Massachusetts income tax.


























                                       46

<PAGE>

CALCULATION OF PERFORMANCE
   
The average  annual  total  return for Class A shares of the Fund for the 1 year
ended  February 29, 1996 and from  commencement  of  operations on September 29,
1994 was 49.28% and 34.15%, respectively.  The total return (not annualized) for
Class B shares of the Fund at February 29, 1996 from  commencement of operations
on January 22, 1996 was 8.22%.
    
   
The Fund's  total  return is computed by finding the average  annual  compounded
rate of return over the 1 year, 5 year and 10 year periods that would equate the
initial  amount  invested  to  the  ending  redeemable  value  according  to the
following formula:
    
                                     n _____
                                T = \ /ERV/P - 1

Where:

P =       a hypothetical initial investment of $1,000.

T =       average annual total return.

n =       number of years.

ERV =     ending redeemable value of a hypothetical   $1,000   investment made 
          at the beginning of the 1 year, 5 year and life of fund periods.

   
In the case of Class A or Class B shares,  this calculation  assumes the maximum
sales charge is included in the initial investment or the CDSC is applied at the
end of the period. This calculation assumes that all dividends and distributions
are reinvested at net asset value on the reinvestment dates during the period.
    
In addition to average  annual total returns,  the Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single  investment,  a series of
investments  and/or a series of redemptions over any time period.  Total returns
may be quoted  with or without  taking the Fund's  5.0% sales  charge on Class A
shares or the CDSC on Class B shares into account.

The "distribution  rate" is determined by annualizing the result of dividing the
declared  dividends of the Fund during the period stated by the maximum offering
price or net asset value at the end of the period.  Excluding  the Fund's  sales
charge  on Class A shares  and the  CDSC on Class B shares  from a total  return
calculation produces a higher total return figure.

                                       47

<PAGE>

From time to time,  in reports  and  promotional  literature,  the Fund's  total
return  will be compared  to indices of mutual  funds such as Lipper  Analytical
Services,  Inc.'s "Lipper - Mutual Performance  Analysis," a monthly publication
which tracks net assets,  total  return and yield on equity  mutual funds in the
United States.  Ibottson and Associates,  CDA  Weisenberger  and F.C. Towers are
also used for comparison purposes, as well as the Russell and Wilshire Indices.

Performance  rankings and ratings  reported  periodically in national  financial
publications  such as MONEY  Magazine,  FORBES,  BUSINESS  WEEK, THE WALL STREET
JOURNAL,  MICROPAL,  INC.,  MORNINGSTAR,  STANGER'S  and  BARRON'S  may  also be
utilized.

The performance of the Fund is not fixed or guaranteed.  Performance  quotations
should not be considered to be  representations  of  performance of the Fund for
any period in the  future.  The  performance  of the Fund is a function  of many
factors  including  its  earnings,  expenses and number of  outstanding  shares;
fluctuating  market  conditions;  purchases,  sales and  maturities of portfolio
securities;  sales and redemptions of shares of beneficial interest; and changes
in operating expenses.

BROKERAGE ALLOCATION

Decisions  concerning  the  purchase and sale of  portfolio  securities  and the
allocation  of  brokerage  commissions  are made by the  officers  of the  Trust
pursuant to  recommendations  made by an  investment  committee  of the Adviser,
which  consists of officers  and  directors  of the Adviser and  affiliates  and
officers  and  Trustees  who are  interested  persons  of the Fund.  Orders  for
purchases and sales of securities  are placed in a manner which,  in the opinion
of the  officers  of the  Trust,  will  offer the best  price and market for the
execution of each such  transaction.  Purchases from  underwriters  of portfolio
securities  may  include a  commission  or  commissions  paid by the  issuer and
transactions   with  dealers  serving  as  market  makers  reflect  a  "spread."
Investments  in debt  securities  are  generally  traded on a net basis  through
dealers  acting  for their own  account as  principals  and not as  brokers;  no
brokerage commissions are payable on such transactions.

The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities Dealers,  Inc.
and other  policies  that the Trustees may  determine,  the Adviser may consider
sales of shares of the Fund as a factor in the  selection of  broker-dealers  to
execute the Fund's portfolio transactions.

                                       48

<PAGE>

To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser extent statistical  assistance  furnished to the Adviser of the Fund, and
their value and expected  contribution to the performance of the Fund. It is not
possible to place a dollar value on information and services to be received from
brokers and dealers,  since it is only  supplementary to the research efforts of
the  Adviser.  The receipt of  research  information  is not  expected to reduce
significantly  the  expenses  of  the  Adviser.  The  research  information  and
statistical  assistance  furnished  by brokers  and dealers may benefit the Life
Company or other advisory  clients of the Adviser,  and,  conversely,  brokerage
commissions and spreads paid by other advisory clients of the Adviser may result
in research information and statistical  assistance  beneficial to the Fund. The
Fund will not make  commitments  to  allocate  portfolio  transactions  upon any
prescribed basis.  While the Trust's officers will be primarily  responsible for
the allocation of the Fund's brokerage business, their policies and practices in
this  regard  must be  consistent  with the  foregoing  and will at all times be
subject to review by the Trustees.  For the year ended August 31, 1995, the Fund
paid negotiated brokerage commissions in the amount of $1,273.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay a broker which provides  brokerage and research  services to the Fund an
amount of disclosed  commission in excess of the commission which another broker
would have charged for effecting that transaction. This practice is subject to a
good faith  determination  by the Trustees that the  commission is reasonable in
light of the services  provided and to policies that the Trustees may adopt from
time to time. During the fiscal year ended August 31, 1995, the Fund did not pay
commissions  as  compensation  to any  brokers  for  research  services  such as
industry, economics, and company reviews and evaluations of securities.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder  of  John  Hancock   Freedom   Securities   Corporation   and  other
subsidiaries,   three  of  which,  Tucker  Anthony  Incorporated,  John  Hancock
Distributors,  Inc. and Sutro & Company,  Inc., are broker-dealers  ("Affiliated
Brokers"). Pursuant to procedures determined by the Trustees and consistent with
the above policy of obtaining best net results,  the Fund may execute  portfolio
transactions  with or through  Affiliated  Brokers.  For the  fiscal  year ended
August 31, 1995, the Fund paid no brokerage commissions to Affiliated Brokers.

Any of the  Affiliated  Brokers  may  act as  broker  for the  Fund on  exchange
transactions,  subject,  however,  to the  general  policy of the Fund set forth
above and the  procedures  adopted by the  Trustees  pursuant to the  Investment
Company  Act.  Commissions  paid to an  Affiliated  Broker  must be at  least as
favorable as those which the Trustees believe to be contemporaneously charged by

                                       49

<PAGE>

other brokers in  connection  with  comparable  transactions  involving  similar
securities  being  purchased or sold. A transaction  would not be placed with an
Affiliated Broker if the Fund would have to pay a commission rate less favorable
than the Affiliated Broker's contemporaneous charges for comparable transactions
for its other most favored, but unaffiliated,  customers except for accounts for
which the Affiliated  Broker acts as clearing broker for another brokerage firm,
and any  customers  of the  Affiliated  Broker  not  comparable  to the  Fund as
determined  by a majority of the Trustees who are not  "interested  persons" (as
defined  in  the  Investment  Company  Act)  of the  Fund,  the  Adviser  or the
Affiliated Broker.  Because the Adviser, which is affiliated with the Affiliated
Brokers,  has, as an investment  adviser to the Fund,  the obligation to provide
investment  management services,  which include elements of research and related
investment  skills,  such  research  and related  skills will not be used by the
Affiliated  Broker as a basis for negotiating  commissions at a rate higher than
that determined in accordance with the above criteria.  The Fund will not effect
principal transactions with Affiliated Brokers.

TRANSFER AGENT SERVICES

John  Hancock  Investor  Services   Corporation,   P.O.  Box  9116,  Boston,  MA
02205-9116,  a wholly owned  indirect  subsidiary  of the Life  Company,  is the
transfer and dividend  paying agent for the Fund. The Fund pays an annual fee of
$16.00 for each  Class A  shareholder  and $18.50 for each Class B  shareholder,
plus certain out-of-pocket  expenses.  These expenses are aggregated and charged
to the Fund and  allocated  to each class on the basis of the relative net asset
values.

CUSTODY OF PORTFOLIO
   
Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Trust and State Street Bank and Trust Company,  225 Franklin Street,
Boston,  Massachusetts 02110. Under the custodian agreement, State Street Bank &
Trust Company performs custody, portfolio and fund accounting services.
    
INDEPENDENT AUDITORS

The  independent  auditors  of the Fund are Price  Waterhouse  LLP,  160 Federal
Street,  Boston,  Massachusetts  02110.  Price Waterhouse  audits and renders an
opinion on the Fund's annual financial statements and prepares the Fund's annual
Federal income tax return.






                                       50
<PAGE>


FINANCIAL STATEMENTS




























                                       51

<PAGE>

   
                           JOHN HANCOCK GLOBAL Rx FUND


                       Statement of Additional Information
                                 August 30, 1996
    
   
This Statement of Additional Information provides information about John Hancock
Global Rx Fund (the "Fund"), a non-diversified series of John Hancock World Fund
(the "Trust"),  in addition to the  information  that is contained in the Fund's
Prospectus dated August 30, 1996 (the "Prospectus").
    
   
This Statement of Additional Information is not a prospectus.  It should be read
in conjunction with the Fund's Prospectus,  a copy of which can be obtained free
of charge by writing or telephoning:
    
                   John Hancock Investor Services Corporation
                                  P.O. Box 9116
                        Boston, Massachusetts 02205-9116
                                1-(800)-225-5291
   
                                TABLE OF CONTENTS

                                                                         Page
Organization Of The Fund.............................................      2
Investment Objective And Policies....................................      2
Certain Investment Practices.........................................      3
Investment Restrictions..............................................     16
Those Responsible for Management.....................................     19
Investment Advisory And Other Services...............................     28
Distribution Contract................................................     30
Net Asset Value......................................................     32
Initial Sales Charge on Class A Shares...............................     33
Deferred Sales Charge on Class B Shares .............................     36
Special Redemptions..................................................     40
Additional Services And Programs.....................................     40
Description Of The Fund's Shares.....................................     41
Tax Status...........................................................     43
Calculation Of Performance...........................................     49
Brokerage Allocation.................................................     51
Transfer Agent Services..............................................     53
Custody Of Portfolio.................................................     54
Independent Auditors.................................................     54
Appendix A-Description of Bond and Commercial Paper Ratings..........     55

<PAGE>

Financial Statements.................................................    F-1
    

























                                       2
<PAGE>

ORGANIZATION OF THE FUND
   
John  Hancock   Global  Rx  Fund  (the  "Fund")  is  organized  as  a  separate,
non-diversified  series of John Hancock  World Fund (the  "Trust"),  an open-end
management  investment  company  organized  in  August  1986 as a  Massachusetts
business trust under the laws of The  Commonwealth  of  Massachusetts.  Prior to
January 1, 1991,  when the Trust  changed its name,  the Trust was known as John
Hancock  World  Trust.  On January 1, 1995,  the Fund changed its name from John
Hancock Freedom Global Rx. The Adviser is an indirect,  wholly owned  subsidiary
of  John  Hancock  Mutual  Life  Insurance  Company  (the  "Life  Company"),   a
Massachusetts   life  insurance   company   chartered  in  1862,  with  national
headquarters at John Hancock Place, Boston, Massachusetts.
    
INVESTMENT OBJECTIVE AND POLICIES
   
The investment  objective of the Fund is long-term capital  appreciation through
investments  in  an  international  portfolio  consisting  primarily  of  equity
securities  of issuers in the health care  industry.  There can be no  assurance
that the Fund will achieve its investment objective.
    
   
Under normal  conditions,  the Fund will invest at least 65% of its total assets
in the  securities of health care  companies.  A "health care" company is one in
which at least 50% of gross  revenues are derived  from,  or 50% of gross assets
are committed  to, health care  activities as of the end of its last fiscal year
or its most  recent  publicly  available  financial  statement.  The health care
industry is diverse,  including  companies  which  design,  produce  and/or sell
prescription  drugs and  over-the-counter  medicines,  drug delivery systems and
medical and  analytical  instruments;  companies  which own and/or manage health
care  facilities;  and  companies  involved in  biotechnology.  Because the Fund
concentrates  its  investments in the health care industry,  its  performance is
closely tied to conditions in this industry.  The types of products and services
comprising this industry tend to become  obsolete  quickly with the discovery of
more effective medical techniques.  Additionally,  the companies providing these
services and products are subject to strict  government  regulation  which could
have an  unfavorable  impact  on the  price and  supply  of their  services  and
products.  Because the Fund is  non-diversified  it will be more  susceptible to
adverse developments affecting any single issuer.
    
   
The Fund invests in common  stocks and in  securities  convertible  into or with
rights to  purchase  common  stock of U.S.  and  foreign  issuers.  The value of
convertible securities, while influenced by the level of interest rates, is also
affected by the  changing  value of the  underlying  common stock into which the
securities  are  convertible.   The  Fund  will  not  purchase  any  convertible
securities rated below "B" by a major rating agency.
    
                                       3

<PAGE>

   
A significant  portion of the Fund's investments are expected to be in countries
with  developing  markets,  and  in  smaller  capitalization   developing-growth
companies  with  relatively  limited  operating  histories  as  publicly  traded
companies, and without regard to a record of profits or dividends.  Investing in
securities of smaller capitalization  developing-growth  companies also involves
greater risk and the possibility of greater  portfolio price  volatility.  Among
the reasons for the  greater  price  volatility  in these  small  companies  and
unseasoned  stocks are the less certain growth  prospects of smaller firms,  the
lower  degree of  liquidity  in the  markets  for these  stocks and the  greater
sensitivity  of  small  companies  to  changing  economic  conditions  in  their
geographic region. Securities of these companies involve higher investment risks
than those  normally  associated  with larger firms due to the greater  business
risks of small size and limited product lines,  markets,  distribution  channels
and financial and managerial resources.
    
CERTAIN INVESTMENT PRACTICES
   
Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase
and subsequent sale of a security after it has been held for a relatively  brief
period  of time.  Although  the Fund  will not  make a  practice  of  short-term
trading,  the Fund may engage in short-term  trading in response to stock market
conditions, changes in interest rates or other economic trends and developments,
or  to  take  advantage  of  yield  disparities  between  various  fixed  income
securities in order to realize  capital gains or improve  income.  Over the past
several  years,  political and economic  events in foreign  countries and in the
health care industry have affected the Fund's  geographic  allocation of assets.
Consequently,  the Fund's  portfolio  turnover has been relatively  high, as the
Fund  repositioned  its investments to limit risk and take advantage of evolving
investment  opportunities.  A high  rate of  portfolio  turnover  (100% or more)
involves correspondingly greater brokerage transaction costs which will be borne
by the Fund and its shareholders, and may, under certain circumstances,  make it
more  difficult  for the Fund to qualify as a regulated  investment  company for
federal income tax purposes.
    
   
Foreign Currency Transactions. The foreign currency transactions of the Fund may
be conducted  on a spot (i.e.,  cash) basis at the spot rate for  purchasing  or
selling currency  prevailing in the foreign  exchange market.  The Fund may also
enter into  forward  foreign  currency  contracts  involving  currencies  of the
different  countries  in  which  it  will  invest  as a hedge  against  possible
variations  in the foreign  exchange  rate  between  these  currencies.  This is
accomplished  through  contractual  agreements  to  purchase or sell a specified
currency at a specified  future date and price set at the time of the  contract.
The Fund's  dealings in forward  foreign  currency  contracts will be limited to
hedging either specific transactions or portfolio positions. Transaction hedging
is the purchase or sale of forward  foreign  currency  contracts with respect to
specific  receivables  or payables of the Fund accruing in  connection  with the

                                       4

<PAGE>

purchase and sale of its portfolio securities denominated in foreign currencies.
Portfolio  hedging is the use of forward  foreign  currency  contracts to offset
portfolio security positions  denominated or quoted in such foreign  currencies.
The Fund may not engage in  portfolio  hedging with respect to the currency of a
particular  country to an extent greater than the aggregate market value (at the
time of making such sale) of the securities held in its portfolio denominated or
quoted in that particular  foreign currency.  The Fund will not attempt to hedge
all of its foreign  portfolio  positions  and will enter into such  transactions
only to the extent, if any, deemed appropriate by the Adviser. The Fund will not
engage in speculative forward currency transactions.
    
   
If the Fund  enters into a forward  contract  requiring  it to purchase  foreign
currency,  its custodian  bank will  segregate  cash or liquid  high-grade  debt
securities (i.e.  securities rated in one of the top three rating  categories by
Moody's  Investor  Service,  Inc.  ("Moodys")  or Standard & Poor's Rating Group
("Standard & Poor's"))  in a separate  account of the Fund in an amount equal to
the value of the Fund's  total  assets  committed  to the  consummation  of such
forward  contract.  Those assets will be valued at market daily and if the value
of the assets in the separate account declines, additional cash or liquid assets
will be placed in the  account so that the value of the  account  will equal the
amount of the Fund's commitment with respect to such contracts.
    
Hedging  against  a  decline  in the  value of a  currency  does  not  eliminate
fluctuations  in the prices of  portfolio  securities  or prevent  losses if the
prices  of  such  securities  decline.   Such  transactions  also  preclude  the
opportunity for gain if the value of the hedged currency should rise.  Moreover,
it may not be possible for the Fund to hedge  against a  devaluation  that is so
generally anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates.

The cost to the Fund of engaging in foreign  currency  transactions  varies with
such factors as the currency involved, the length of the contract period and the
market  conditions then prevailing.  Since  transactions in foreign currency are
usually conducted on a principal basis, no fees or commissions are involved.
   
Forward Commitment and When-Issued Securities.  The Fund may purchase securities
on a when-issued or forward commitment basis. "When-issued" refers to securities
whose terms are available and for which a market exists, but which have not been
issued.  The Fund will  engage  in  when-issued  transactions  with  respect  to
securities  purchased for its portfolio in order to obtain what is considered to
be an  advantageous  price  and  yield  at  the  time  of the  transaction.  For
when-issued  transactions,  no payment is made until  delivery  is due,  often a
month or more after the purchase. In a forward commitment transaction,  the Fund
contracts  to  purchase  securities  for a fixed  price at a future  date beyond
customary settlement time.
    
   
When the Fund engages in forward  commitment and  when-issued  transactions,  it
relies on the seller to consummate the transaction. The failure of the issuer or

                                       5

<PAGE>

seller to  consummate  the  transaction  may  result in the  Fund's  losing  the
opportunity  to obtain a price  and yield  considered  to be  advantageous.  The
purchase  of  securities  on a when-  issued or  forward  commitment  basis also
involves a risk of loss if the value of the  security to be  purchased  declines
prior to the settlement date.
    
   
On the date the Fund  enters  into an  agreement  to  purchase  securities  on a
when-issued or forward  commitment  basis, the Fund will segregate in a separate
account cash or liquid,  high grade debt securities equal in value to the Fund's
commitment.  These assets will be valued daily at market, and additional cash or
securities will be segregated in a separate account to the extent that the total
value of the assets in the account  declines below the amount of the when-issued
commitments. Alternatively, the Fund may enter into offsetting contracts for the
forward sale of other securities that it owns.
    
   
Repurchase Agreements. A repurchase agreement is a contract under which the Fund
acquires a security for a relatively short period (usually not more than 7 days)
subject to the  obligation  of the seller to  repurchase  and the Fund to resell
such  security  at a fixed time and price  (representing  the  Fund's  cost plus
interest). The Fund will enter into repurchase agreements only with member banks
of the Federal  Reserve  System and with  "primary  dealers" in U.S.  Government
securities.  The Adviser will continuously  monitor the  creditworthiness of the
parties with whom the Fund enters into repurchase agreements.
    
The Fund has  established a procedure  providing that the securities  serving as
collateral  for  each  repurchase  agreement  must be  delivered  to the  Fund's
custodian  either  physically or in book-entry form and that the collateral must
be marked to market  daily to ensure  that each  repurchase  agreement  is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying securities and could experience losses, including the
possible decline in the value of the underlying  securities during the period in
which the Fund seeks to enforce its rights thereto, possible subnormal levels of
income  and lack of access to income  during  this  period  and the  expense  of
enforcing its rights.
   
American Depository  Receipts.  The Fund may invest in the securities of foreign
issuers in the form of American Depository  Receipts ("ADRs").  These securities
may not  necessarily be denominated in the same currency as the securities  into
which they may be  converted  but rather in the  currency of the market in which
they are traded. ADRs are receipts typically issued by an American bank or trust
company which evidence  ownership of underlying  securities  issued by a foreign
corporation.  Generally,  ADRs, in registered form, are designed for use in U.S.
securities  markets.  Issuers of  unsponsored  ADRs are not required 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.
    
                                       6

<PAGE>

Characteristics and Risks of Foreign Securities Markets.  The securities markets
of many  countries  have  in the  past  moved  relatively  independently  of one
another,  due to differing  economic,  financial,  political and social factors.
When markets in fact move in different  directions and offset each other,  there
may be a  corresponding  reduction in risk for the Fund's  portfolio as a whole.
This lack of correlation among the movements of the world's  securities  markets
may also affect  unrealized gains the Fund has derived from movements in any one
market.

If securities traded in markets moving in different directions are combined into
a single portfolio,  such as that of the Fund, total portfolio volatility may be
reduced.  Since the Fund may  invest in  securities  quoted  or  denominated  in
currencies other than U.S.  dollars,  changes in foreign currency exchange rates
may affect the value of its portfolio  securities.  Currency  exchange rates may
not  move in the  same  direction  as the  securities  markets  in a  particular
country.  As a result,  market gains may be offset by unfavorable  exchange rate
fluctuations.
   
Investments  in foreign  securities  may involve  risks and  considerations  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 and accounting standards as domestic companies,
and foreign  exchange  markets are  regulated  differently  from the U.S.  stock
market. Security trading practices abroad may offer less protection to investors
such as the Fund. Since foreign securities  generally may be denominated and pay
interest or dividends in foreign currencies, the value of the assets of the Fund
attributable  to such  investment  as measured  in U.S.  dollars may be affected
favorably or unfavorably by changes in the  relationship  of the U.S.  dollar to
other currency rates. The Fund may incur costs in connection with the conversion
of  foreign  currencies  into U.S.  dollars  and may be  adversely  affected  by
restrictions on the conversion or transfer of foreign  currencies.  In addition,
there may be less publicly  available  information  about foreign companies than
U.S. companies.
    
   
Foreign  securities  markets,  while  growing in volume,  have for the most part
substantially less volume than U.S. securities markets and securities of foreign
companies  are  generally  less  liquid  and at times  their  prices may be more
volatile than securities of comparable U.S. companies.  Foreign stock exchanges,
brokers  and  listed   companies  are  generally   subject  to  less  government
supervision and regulation than those in the U.S. The customary  settlement time
for foreign securities may be longer than the three (3) day customary settlement
time for U.S. securities,  or less frequent than in the U.S., which could affect
the liquidity of the Fund's investments. The Adviser will monitor the settlement
time for foreign  securities  and take undue  settlement  delays into account in
considering the desirability of allocating investments among specific countries.
Finally,  the expense ratios of  international  funds such as the Fund generally

                                       7

<PAGE>

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.
    
   
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 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  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 U.S.  Government  has from  time to time in the past  imposed  restrictions,
through taxation and otherwise, on foreign investments by U.S. investors such as
the Fund. If such restrictions should be reinstituted, it might become necessary
for  the  Fund  to  invest  all  or  substantially  all of its  assets  in  U.S.
securities.  In such event,  the Fund would review its investment  objective and
investment policies to determine whether changes are appropriate.
    
   
The Fund's ability and decisions to purchase or sell portfolio securities may be
affected by laws or regulations  relating to the convertibility and repatriation
of assets.  Because  the shares of the Fund are  redeemable  on a daily basis in
U.S. dollars,  the Fund intends to manage its portfolio so as to give reasonable
assurance that it will be able to obtain U.S. dollars. Under present conditions,
it is not believed that these considerations will have any significant effect on
its portfolio strategy.
    
Short  Sales.  The Fund may  engage in short  sales in order to  profit  from an
anticipated  decline  in the value of a  security.  The Fund may also  engage in
short sales to attempt to limit its exposure to a possible market decline in the

                                       8

<PAGE>

value of its portfolio  securities  through short sales of securities  which the
Adviser  believes  possess  volatility  characteristics  similar to those  being
hedged.  To effect such a  transaction,  the Fund must borrow the security  sold
short to make  delivery to the buyer.  The Fund then is obligated to replace the
security  borrowed  by  purchasing  it at  the  market  price  at  the  time  of
replacement.  Until the  security is replaced the Fund is required to pay to the
lender any accrued interest and may be required to pay a premium.

The Fund will realize a gain if the security  declines in price between the date
of the short sale and the date on which the Fund replaces the borrowed security.
On the other  hand,  the Fund will incur a loss as a result of the short sale if
the price of the security  increases between those dates. The amount of any gain
will be decreased,  and the amount of any loss  increased,  by the amount of any
premium or interest the Fund may be required to pay in  connection  with a short
sale.  The  successful use of short selling as a hedging device may be adversely
affected by imperfect correlation between movements in the price of the security
sold short and the securities being hedged.
   
Under  applicable  guidelines  of the  staff  of  the  Securities  and  Exchange
Commission (the "SEC"),  if the Fund engages in short sales of the type referred
to in  non-fundamental  Investment  Restriction No. (c) (ii) and (iii) below, it
must put in a segregated account (not with the broker) an amount of cash or U.S.
Government  securities  equal to the difference  between (1) the market value of
the  securities  sold short at the time they were sold short and (2) any cash or
U.S.  Government  securities  required to be  deposited as  collateral  with the
broker in  connection  with the short sale (not  including the proceeds from the
short sale). In addition, until the Fund replaces the borrowed security, it must
daily maintain the segregated  account at such a level that the amount deposited
in it plus the amount  deposited  with the broker as  collateral  will equal the
current  market  value of the  securities  sold  short.  Except for short  sales
against the box,  the amount of the Fund's net assets that may be  committed  to
short sales is limited and the  securities in which short sales are made must be
listed on a national securities exchange.
    
   
Short selling may produce higher than normal portfolio turnover which may result
in increased transaction costs to the Fund and may result in gains from the sale
of securities  deemed to have been held for less than three months,  which gains
must constitute less than 30% of the Fund's gross income for its taxable year in
order for the Fund to qualify for  treatment as a regulated  investment  company
under the Internal Revenue Code of 1986, as amended (the "Code"), for that year.
    
The Fund does not intend to enter into short sales  (other  than those  "against
the  box") if  immediately  after  such sale the  aggregate  of the value of all
collateral plus the amount in such segregated account exceeds 5% of the value of
the Fund's net assets.  A short sale is "against the box" to the extent that the
Fund  contemporaneously  owns  or has the  right  to  obtain  at no  added  cost
securities identical to those sold short.

                                       9

<PAGE>

   
Financial  Futures  Contracts.  The Fund may buy and sell futures contracts (and
related options) on stocks, stock indices, debt securities, currencies, interest
rate indices, and other instruments. The Fund may hedge its portfolio by selling
or purchasing  financial  futures  contracts as an offset against the effects of
changes in interest rates or in security or foreign  currency  values.  Although
other  techniques could be used to reduce exposure to market  fluctuations,  the
Fund may be able to hedge its exposure more  effectively  and perhaps at a lower
cost by using  financial  futures  contracts.  The Fund may enter into financial
futures contracts for hedging and other  non-speculative  purposes to the extent
permitted by regulations of the Commodity Futures Trading Commission ("CFTC").
    
   
Financial  futures  contracts  have been  designed by boards of trade which have
been designated  "contract markets" by the CFTC. Futures contracts are traded on
these  markets  in a manner  that is  similar  to the way a stock is traded on a
stock  exchange.  The  boards of trade,  through  their  clearing  corporations,
guarantee that the contracts  will be performed.  Currently,  financial  futures
contracts are based on interest rate instruments such as long-term U.S. Treasury
bonds, U.S. Treasury notes,  Government National Mortgage  Association  ("GNMA")
modified  pass-through  mortgage-backed  securities,  three-month U.S.  Treasury
bills,  90-day  commercial  paper,  bank  certificates of deposit and Eurodollar
certificates  of  deposit.  It is  expected  that  if  other  financial  futures
contracts are developed and traded the Fund may engage in  transactions  in such
contracts.
    
   
Although  some  financial  futures  contracts  by their  terms  call for  actual
delivery or acceptance of financial instruments, in most cases the contracts are
closed  out prior to  delivery  by  offsetting  purchases  or sales of  matching
financial  futures  contracts (same exchange,  underlying  security and delivery
month).  Other  financial  futures  contracts,  such  as  futures  contracts  on
securities indices, by their terms call for cash settlements.  If the offsetting
purchase price is less than the Fund's original sale price,  the Fund realizes a
gain, or if it is more, the Fund realizes a loss. Conversely,  if the offsetting
sale price is more than the Fund's original  purchase price, the Fund realizes a
gain, or if it is less,  the Fund realizes a loss.  The  transaction  costs must
also be  included  in these  calculations.  The Fund  will pay a  commission  in
connection with each purchase or sale of financial futures contracts,  including
a closing transaction. For a discussion of the Federal income tax considerations
of trading in financial futures contracts, see the information under the caption
"Tax Status" below.
    
   
At the time the Fund enters into a financial futures contract, it is required to
deposit  with  its  custodian  a  specified  amount  of cash or U.S.  Government
securities,  known as "initial margin," ranging upward from 1.1% of the value of
the financial futures contract being traded. The margin required for a financial
futures  contract is set by the board of trade or exchange on which the contract
is traded and may be  modified  during  the term of the  contract.  The  initial
margin is in the  nature of a  performance  bond or good  faith  deposit  on the
financial futures contract which is returned to the Fund upon termination of the

                                       10

<PAGE>

contract,  assuming all contractual  obligations  have been satisfied.  The Fund
expects to earn interest  income on its initial margin  deposits.  Each day, the
futures  contract  is valued at the  official  settlement  price of the board of
trade  or  exchange  on  which  it is  traded.  Subsequent  payments,  known  as
"variation  margin,"  to and from the  broker  are made on a daily  basis as the
market price of the financial futures contract fluctuates. This process is known
as "mark to market."  Variation margin does not represent a borrowing or lending
by the Fund but is instead a  settlement  between the Fund and the broker of the
amount one would owe the other if the financial  futures  contract  expired.  In
computing  net asset  value,  the Fund will  mark to market  its open  financial
futures positions.
    
   
Successful  hedging depends on a strong  correlation  between the market for the
underlying  securities  and the futures  contract  market for those  securities.
There are several factors that will probably prevent this correlation from being
a perfect one, and even a correct  forecast of general  interest rate trends may
not  result  in  a  successful  hedging   transaction.   There  are  significant
differences  between the  securities  and futures  markets which could create an
imperfect  correlation between the markets and which could affect the success of
a  given  hedge.   The  degree  of  imperfection   of  correlation   depends  on
circumstances  such as  variations  in  speculative  market demand for financial
futures and debt securities,  including technical  influences in futures trading
and  differences  between  the  financial   instruments  being  hedged  and  the
instruments  underlying the standard  financial futures contracts  available for
trading  in  such   respects   as   interest   rate   levels,   maturities   and
creditworthiness  of issuers.  The degree of imperfection may be increased where
the underlying  debt securities are  lower-rated  and, thus,  subject to greater
fluctuation in price than higher-rated securities.
    
   
A decision as to whether,  when and how to hedge  involves the exercise of skill
and judgment, and even a well-conceived hedge may be unsuccessful to some degree
because of  unexpected  market or interest  rate trends.  The Fund will bear the
risk that the price of the  securities  being  hedged  will not move in complete
correlation  with  the  price  of  the  futures  contracts  used  as  a  hedging
instrument.  Although the Adviser  believes  that the use of  financial  futures
contracts will benefit the Fund, an incorrect market  prediction could result in
a loss on both the hedged  securities  in the Fund's  portfolio  and the hedging
vehicle so that the Fund's  return  might have been  better had hedging not been
attempted.  However,  in the absence of the ability to hedge,  the Adviser might
have taken portfolio  actions in anticipation of the same market  movements with
similar investment results but,  presumably,  at greater  transaction costs. The
low margin deposits required for futures  transactions  permit an extremely high
degree of leverage. A relatively small movement in a futures contract may result
in losses or gains in excess of the amount invested.
    
   
Futures  exchanges  may limit the  amount of  fluctuation  permitted  in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum  amount the price of a futures  contract  may vary either up or down

                                       11

<PAGE>

from the previous  day's  settlement  price,  at the end of the current  trading
session.  Once the daily limit has been reached in a futures contract subject to
the limit,  no more trades may be made on that day at a price beyond that limit.
The daily limit  governs only price  movements  during a particular  trading day
and,  therefore,  does not limit potential  losses because the limit may work to
prevent the liquidation of unfavorable  positions.  For example,  futures prices
have occasionally moved to the daily limit for several  consecutive trading days
with little or no trading,  thereby  preventing prompt  liquidation of positions
and subjecting some holders of futures contracts to substantial losses.
    
   
Finally,  although the Fund engages in financial  futures  transactions  only on
boards of trade or  exchanges  where there  appears to be an adequate  secondary
market,  there is no assurance  that a liquid market will exist for a particular
futures  contract  at any given time.  The  liquidity  of the market  depends on
participants closing out contracts rather than making or taking delivery. In the
event  participants  decide to make or take  delivery,  liquidity  in the market
could be reduced. In addition,  the Fund could be prevented from executing a buy
or sell order at a specified  price or closing  out a position  due to limits on
open  positions or daily price  fluctuation  limits  imposed by the exchanges or
boards of trade.  If the Fund cannot close out a position,  it must  continue to
meet margin requirements until the position is closed.
    
   
Options on  Financial  Futures  Contracts.  The Fund may buy and sell options on
financial  futures  contracts  on  stocks,   stock  indices,   debt  securities,
currencies, interest rate indices, and other instruments. An option on a futures
contract  gives the  purchaser  the right,  in return for the premium  paid,  to
assume a position in a futures  contract at a  specified  exercise  price at any
time during the period of the option.  Upon  exercise,  the writer of the option
delivers  the futures  contract to the holder at the  exercise  price.  The Fund
would be required to deposit with its  custodian  initial and  variation  margin
with  respect  to put and call  options on  futures  contracts  written by them.
Options on futures  contracts involve risks similar to the risks of transactions
in financial futures contracts. Also, an option purchased by the Fund may expire
worthless, in which case the Fund would lose the premium it paid for the option.
    
   
     Other  Considerations.   The  Fund  will  engage  in  futures  and  options
transactions  for bona fide  hedging or other  non-speculative  purposes  to the
extent  permitted by CFTC  regulations.  The Fund will  determine that the price
fluctuations  in the futures  contracts  and options on futures used for hedging
purposes are substantially  related to price  fluctuations in securities held by
the Fund or which it expects to  purchase.  Except as stated  below,  the Fund's
futures  transactions  will be entered  into for  traditional  hedging  purposes
- --i.e., futures contracts will be sold to protect against a decline in the price
of  securities  that the Fund owns,  or futures  contracts  will be purchased to
protect the Fund against an increase in the price of securities, or the currency
in which they are denominated, the Fund intends to purchase. As evidence of this
hedging  intent,  the Fund expect that on 75% or more of the  occasions on which
they take a long futures or option  position  (involving the purchase of futures
contracts),  the  Fund  will  have  purchased,  or  will  be in the  process  of

                                       12

<PAGE>

purchasing equivalent amounts of related securities or assets denominated in the
related  currency in the cash  market at the time when the  futures  contract or
option  position  is  closed  out.  However,  in  particular  cases,  when it is
economically  advantageous for the Fund to do so, a long futures position may be
terminated  or an option  may  expire  without  the  corresponding  purchase  of
securities or other assets.
    
   
As an alternative to literal compliance with the bona fide hedging definition, a
CFTC regulation permits the Fund to elect to comply with a different test, under
which the aggregate initial margin and premiums required to establish nonhedging
positions in futures  contracts and options on futures will not exceed 5% of the
net asset value of the Fund's  portfolio,  after taking into account  unrealized
profits and losses on any such  positions and excluding the amount by which such
options  were  in-the-money  at the time of  purchase.  The Fund will  engage in
transactions  in futures  contracts  only to the extent  such  transactions  are
consistent with the  requirements of the Code for maintaining its  qualification
as a regulated investment company for Federal income tax purposes.
    
   
When the Fund purchases  financial futures  contracts,  or writes put options or
purchases call options thereon,  cash or liquid, high grade debt securities will
be  deposited in a  segregated  account  with the Fund's  custodian in an amount
that,  together  with the amount of initial  and  variation  margin  held in the
account of the broker, equals the market value of the futures contracts.
    
   
Options  Transactions.  The Fund may write listed and  over-the-counter  covered
call  options  and covered put  options on  securities,  securities  indices and
foreign currency in order to earn additional income from the premiums  received.
In addition,  the Fund may  purchase  listed and  over-the-counter  call and put
options on securities,  securities  indices and foreign currency.  The extent to
which  covered  options  will  be used  by the  Fund  will  depend  upon  market
conditions and the availability of alternative strategies.
    
   
The Fund will write  listed and  over-the-counter  call options only if they are
"covered,"  which means that the Fund owns or has the immediate right to acquire
the securities underlying the options without additional cash consideration upon
conversion or exchange of other securities held in its portfolio.  A call option
written by the Fund may also be "covered" if the Fund holds on a share-for-share
basis a covering call on the same securities where (i) the exercise price of the
covering  call  held is equal to or less  than  the  exercise  price of the call
written or the exercise  price of the covering call is greater than the exercise
price  of the  call  written,  in the  latter  case  only if the  difference  is
maintained  by the  Fund in cash or high  grade  liquid  debt  obligations  in a
segregated account with the Fund's custodian, and (ii) the covering call expires
at the same time as the call written. If a covered call option is not exercised,
the Fund would keep both the option premium and the underlying security.  If the
covered  call option  written by the Fund is exercised  and the exercise  price,
less the transaction  costs,  exceeds the cost of the underlying  security,  the
Fund would  realize a gain in  addition  to the amount of the option  premium it
received.  If the exercise price, less transaction  costs, is less than the cost

                                       13

<PAGE>

of the  underlying  security,  the Fund's loss would be reduced by the amount of
the option premium.
    
   
As the writer of a covered  put  option,  the Fund will write a put option  only
with  respect to  securities  it intends to acquire for its  portfolio  and will
maintain in a  segregated  account  with its  custodian  bank cash or high grade
liquid debt  securities  with a value equal to the price at which the underlying
security may be sold to the Fund in the event the put option is exercised by the
purchaser.  The Fund may also write a "covered"  put option by  purchasing  on a
share-for-share  basis a put on the same security as the put written by the Fund
if the  exercise  price of the covering put held is equal to or greater than the
exercise  price of the put written and the covering put expires at the same time
as or later than the put written.
    
   
When writing listed and over-the-counter covered put options on securities,  the
Fund would earn income from the  premiums  received.  If a covered put option is
not exercised,  the Fund would keep the option premium and the assets maintained
to cover  the  option.  If the  option  is  exercised  and the  exercise  price,
including  transaction  costs,  exceeds  the  market  price  of  the  underlying
security,  the Fund  would  realize a loss,  but the amount of the loss would be
reduced by the amount of the option premium.
    
   
If the writer of an  exchange-traded  option wishes to terminate its  obligation
prior to its exercise,  it may effect a "closing purchase  transaction." This is
accomplished  by buying an option of the same  series as the  option  previously
written.  The effect of the purchase is that the Fund's  position will be offset
by the Options Clearing Corporation.  The Fund may not effect a closing purchase
transaction after it has been notified of the exercise of an option. There is no
guarantee that a closing purchase transaction can be effected. Although the Fund
will generally  write only those options for which there appears to be an active
secondary  market,  there is no assurance that a liquid  secondary  market on an
exchange  or board of trade  will  exist  for any  particular  option  or at any
particular  time,  and for some options no  secondary  market on an exchange may
exist.
    
   
In the case of a written  call  option,  effecting  a closing  transaction  will
permit the Fund to write  another call option on the  underlying  security  with
either a different  exercise  price,  expiration  date or both. In the case of a
written put option,  it will permit the Fund to write  another put option to the
extent  that  the  exercise  price  thereof  is  secured  by  deposited  cash or
short-term  securities.  Also,  effecting a closing  transaction will permit the
cash or  proceeds  from the  concurrent  sale of any  securities  subject to the
option  to be  used  for  other  investments.  If the  Fund  desires  to  sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing  transaction  prior to or concurrent  with the sale of the
security.
    
                                       14

<PAGE>

   
The Fund  will  realize a gain  from a  closing  transaction  if the cost of the
closing  transaction is less than the premium  received from writing the option.
The Fund  will  realize a loss  from a  closing  transaction  if the cost of the
closing  transaction  is more than the premium  received for writing the option.
However,  because  increases in the market price of a call option will generally
reflect  increases  in the market  price of the  underlying  security,  any loss
resulting  from the  repurchase of a call option is likely to be offset in whole
or in part by appreciation in the value of the underlying  security owned by the
Fund.
    
   
Over-the-Counter  Options.  The Fund  may  engage  in  options  transactions  on
exchanges  and in the  over-the-counter  markets.  In  general,  exchange-traded
options are third-party contracts (i.e., performance of the parties' obligations
is guaranteed by an exchange or clearing  corporation) with standardized  strike
prices  and  expiration  dates.   Over-the-  counter  ("OTC")  transactions  are
two-party contracts with price and terms negotiated by the buyer and seller. The
Fund will acquire only those OTC options for which management  believes the Fund
can receive on each  business day at least two  separate  bids or offers (one of
which  will be from an entity  other  than a party to the  option)  or those OTC
options  valued by an  independent  pricing  service.  The Fund  will  write and
purchase OTC options only with member  banks of the Federal  Reserve  System and
primary dealers in U.S.  Government  securities or their  affiliates  which have
capital of at least $50 million or whose obligations are guaranteed by an entity
having capital of at least $50 million.  The SEC has taken the position that OTC
options are subject to the Fund's 15% restriction on illiquid  investments.  The
SEC,  however,  allows the Fund to exclude from the 15%  limitation  on illiquid
securities  a  portion  of the  value of the OTC  options  written  by the Fund,
provided  that certain  conditions  are met.  First,  the other party to the OTC
options has to be a primary U.S. Government securities dealer designated as such
by the Federal Reserve Bank. Second, the Fund must have an absolute  contractual
right to repurchase the OTC options at a formula price. If the above  conditions
are met,  the Fund may treat as illiquid  only that  portion of the OTC option's
value (and the value of its underlying securities) which is equal to the formula
price for repurchasing the OTC option, less the OTC option's intrinsic value.
    
Restricted Securities.  The Fund may purchase securities that are not registered
("restricted  securities")  under  the  Securities  Act of  1933  ("1933  Act"),
including securities offered and sold to "qualified  institutional buyers" under
Rule 144A under the 1933 Act. However, the Fund will not invest more than 15% of
its assets in illiquid investments, which include repurchase agreements maturing
in more  than  seven  days,  securities  that  are not  readily  marketable  and
restricted securities.  However, if the Board of Trustees determines, based upon
a continuing  review of the trading  markets for specific Rule 144A  securities,
that they are liquid,  then such  securities may be purchased  without regard to
the 15% limit. The Trustees may adopt guidelines and delegate to the Adviser the
daily  function of  determining  and  monitoring  the  liquidity  of  restricted
securities.  The  Trustees,  however,  will retain  sufficient  oversight and be
ultimately  responsible  for the  determinations.  The Trustees  will  carefully
monitor the Fund's  investments in these securities,  focusing on such important

                                       15

<PAGE>

factors, among others, as valuation,  liquidity and availability of information.
This  investment  practice  could  have the  effect of  increasing  the level of
illiquidity  in the Fund if  qualified  institutional  buyers  become for a time
uninterested in purchasing these restricted securities.
   
The Fund may acquire other restricted  securities including securities for which
market quotations are not readily  available.  These securities may be sold only
in privately  negotiated  transactions  or in public  offerings  with respect to
which  a  registration  statement  is  in  effect  under  the  1933  Act.  Where
registration  is  required,  the Fund may be obligated to pay all or part of the
registration  expenses and a considerable  period may elapse between the time of
the  decision to sell and the time the Fund may be  permitted to sell a security
under an effective  registration  statement.  If, during such a period,  adverse
market conditions were to develop,  the Fund might obtain a less favorable price
than prevailed when it decided to sell.  Restricted securities will be priced at
fair market value as determined in good faith by the Fund's Trustees. If through
the  appreciation of restricted  securities or the  depreciation of unrestricted
securities, the Fund should be in a position where more than 15% of the value of
its assets is invested in illiquid securities  (including  repurchase agreements
which  mature in more than  seven  days),  the Fund will bring its  holdings  of
illiquid securities below the 15% limitation.
    
   
Lending  of  Securities.  The Fund may lend  portfolio  securities  to  brokers,
dealers and financial institutions if the loan is collateralized by cash or U.S.
Government securities according to applicable regulatory requirements.  The Fund
may reinvest  any cash  collateral  in  short-term  securities  and money market
funds.  When the  Fund  lends  portfolio  securities,  there is a risk  that the
borrower may fail to return the  securities  involved in the  transaction.  As a
result, the Fund may incur a loss or, in the event of the borrower's bankruptcy,
the Fund may be delayed in or prevented from liquidating the collateral. It is a
fundamental  policy of the Fund not to lend portfolio  securities having a total
value exceeding 33 1/3% of its total assets.
    
   
Reverse Repurchase  Agreements.  The Fund may also enter into reverse repurchase
agreements  which  involve the sale of U.S.  Government  securities  held in its
portfolio to a bank with an agreement that the Fund will buy back the securities
at a fixed  future  date at a fixed  price plus an agreed  amount of  "interest"
which may be reflected in the repurchase price.  Reverse  repurchase  agreements
are  considered  to be  borrowings by the Fund.  Reverse  repurchase  agreements
involve the risk that the market value of securities  purchased by the Fund with
proceeds  of the  transaction  may  decline  below the  repurchase  price of the
securities  sold by the Fund which it is obligated to repurchase.  The Fund will
also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse  repurchase  agreements,  the Fund will  establish and maintain with the
Fund's  custodian a separate  account  consisting of highly  liquid,  marketable

                                       16

<PAGE>

securities  in an  amount  at  least  equal  to  the  repurchase  prices  of the
securities  (plus any  accrued  interest  thereon)  under  such  agreements.  In
addition,  the Fund will not enter into reverse repurchase  agreements and other
borrowings  exceeding in the  aggregate 33 1/3% of the market value of its total
assets.  The Fund  will  enter  into  reverse  repurchase  agreements  only with
federally insured banks or savings and loan  associations  which are approved in
advance  as being  creditworthy  by the  Board  of  Trustees.  Under  procedures
established   by  the  Board  of   Trustees,   the  Adviser   will  monitor  the
creditworthiness of the banks involved.
    
INVESTMENT RESTRICTIONS
   
Fundamental Investment Restrictions.  The following investment restrictions will
not be changed without approval of a majority of the Fund's  outstanding  voting
securities  which,  as used in the  Prospectus  and this Statement of Additional
Information,  means  approval  by the  lesser  of (1) 67% or more of the  shares
represented  at a meeting if at least 50% of the Fund's  outstanding  shares are
present in person or by proxy at that meeting or (2) more than 50% of the Fund's
outstanding shares.
    
The Fund observes the following fundamental restrictions. The Fund may not:
   
(1) Issue senior securities,  except as permitted by paragraphs (2), (6) and (7)
below.  For purposes of this  restriction  the issuance of shares of  beneficial
interest in multiple classes or series, the purchase or sale of options, futures
contracts  and  options  on  futures  contracts,   forward  contracts,   forward
commitments and repurchase agreements entered into in accordance with the Fund's
investment  policies,  and the pledge,  mortgage or  hypothecation of the Fund's
assets  within the  meaning of  paragraph  3 below,  are not deemed to be senior
securities.
    
   
(2) Borrow  money,  except from banks as a temporary  measure for  extraordinary
emergency  purposes  in amounts not to exceed 33 1/3% of the value of the Fund's
total assets  (including the amount  borrowed)  taken at market value.  The Fund
will not use leverage to attempt to increase income.  The Fund will not purchase
securities while outstanding borrowings exceed 5% of the Fund's total assets.
    
(3) Pledge,  mortgage or hypothecate its assets,  except to secure  indebtedness
permitted by paragraph (2) above and then only if such  pledging,  mortgaging or
hypothecating does not exceed 33 1/3% of the Fund's total assets taken at market
value.

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

                                       17

<PAGE>

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

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

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

(8) Purchase securities, other than obligations of the U.S. Government or any of
its agencies or  instrumentalities,  if such purchase would cause 25% or more of
the value of the Fund's  total  assets to be invested in  securities  of issuers
conducting their principal business activities in the same industry, except that
the  Fund  shall  invest  at  least  25% of the  value of its  total  assets  in
securities of issuers in the health care industry.
   
Nonfundamental   Investment   Restrictions.   The  following   restrictions  are
designated as nonfundamental and may be changed by the Board of Trustees without
shareholder approval.
    
The Fund may not:

(a) Participate on a joint or joint-and-several  basis in any securities trading
account.  The  "bunching"  of orders for the sale or  repurchase  of  marketable
portfolio  securities with other accounts under the management of the Adviser to
save  commissions  or  to  average  prices  among  them  is  not  deemed  to  be
participation in a joint securities trading account.

(b)  Purchase  securities  on  margin  except  that  the Fund  may  obtain  such
short-term  credits as may be necessary for the clearance of purchases and sales
of securities.

(c) Make short sales of  securities or maintain a short  position  unless (i) at
all times when a short  position  is open the Fund owns an equal  amount of such
securities or securities  convertible into or  exchangeable,  without payment of
any further  consideration,  for  securities  of the same issue as, and equal in
amount to, the securities sold short; (ii) for the purpose of hedging the Fund's

                                       18

<PAGE>

exposure  to an  actual  or  anticipated  market  decline  in the  value  of its
investments;  or (iii) in order to profit  from an  anticipated  decline  in the
value of a security.

(d) Knowingly  purchase or retain  securities of an issuer if one or more of the
Trustees or officers of the Trust or directors or officers of the Adviser or any
investment  management  subsidiary of the Adviser individually owns beneficially
more than 0.5%, and together own beneficially more than 5%, of the securities of
such issuer.
   
(e) Purchase a security  if, as a result,  (i) more than 10% of the Fund's total
assets would be invested in the securities of other investment  companies,  (ii)
the Fund would hold more than 3% of the total  outstanding  voting securities of
any one  investment  company,  or (iii) more than 5% of the Fund's  total assets
would  be  invested  in the  securities  of any one  investment  company.  These
limitations do not apply to (a) the investment of cash  collateral,  received by
the Fund in  connection  with lending the Fund's  portfolio  securities,  in the
securities of open-end investment companies or (b) the purchase of shares of any
investment company in connection with a merger, consolidation, reorganization or
purchase  of  substantially  all of the  assets of another  investment  company.
Subject to the above  percentage  limitations,  the Fund may, in connection with
the John  Hancock  Group of Funds  Deferred  Compensation  Plan for  Independent
Trustees/Directors, purchase securities of other investment companies within the
John Hancock Group of Funds. In addition, as a nonfundamental  restriction,  the
Fund may not purchase the shares of any closed-end  investment company except in
the open market  where no  commission  or profit to a sponsor or dealer  results
from the purchase, other than customary brokerage fees.
    
(f) Purchase securities of any issuer which, together with any predecessor,  has
a record of less than three years'  continuous  operations prior to the purchase
if such  purchase  would cause  investments  of the Fund in all such  issuers to
exceed 5% of the value of the total assets of the Fund.

(g) Purchase any security,  including any repurchase  agreement maturing in more
than seven days,  which is not readily  marketable,  if more than 15% of the net
assets of the Fund taken at market value,  would be invested in such securities.
(The staff of the Securities and Exchange Commission considers  over-the-counter
options to be illiquid securities subject to the 15% limit.)

In order to  permit  the sale of  shares  of the  Fund in  certain  states,  the
Trustees  may,  in their  sole  discretion,  adopt  restrictions  or  investment
policies  more  restrictive  than those  described  above.  Should the  Trustees
determine  that  any such  more  restrictive  policy  is no  longer  in the best
interests of the Fund and its  shareholders,  the Fund may cease offering shares
in the state  involved  and the  Trustees  may revoke such  restrictive  policy.
Moreover,  if the states  involved shall no longer require any such  restrictive

                                       19

<PAGE>

policy, the Trustees may, in their sole discretion, revoke such policy. The Fund
has agreed with a states securities  administrator that it will not purchase the
following securities:

     The Fund will not invest in real estate limited partnership interests.

     The Fund may not purchase  securities  of any open-end  investment  company
     except  when  such  purchase  is part of a plan of  merger,  consolidation,
     reorganization  or purchase of substantially all of the assets of any other
     investment company. The Fund has no current intention of investing in other
     investment companies.

     Purchase  warrants of any issuer,  if, as a result of such purchases,  more
     than 2% of the  value of the  Fund's  total  assets  would be  invested  in
     warrants  which  are not  listed  on the New  York  Stock  Exchange  or the
     American Stock Exchange or more than 5% of the value of the total assets of
     the Fund would be invested in warrants generally, whether or not so listed.
     For these  purposes,  warrants  are to be  valued at the  lesser of cost or
     market, but warrants acquired by the Fund in units with or attached to debt
     securities shall be deemed to be without value.

     Purchase  interests  in oil,  gas or other  mineral  exploration  programs;
     however,  this policy will not prohibit the  acquisition  of  securities of
     companies  engaged in the production or  transmission  of oil, gas or other
     minerals.

     The Fund will not invest more than 15% of its total assets in the aggregate
     in securities of issuers  which,  together  with any  predecessors,  have a
     record of less than three years continuous operation,  and in securities of
     issuers  which  are  restricted  as to  disposition,  including  securities
     eligible for resale pursuant to Rule 144A under the Securities Act of 1933.

     The Fund will not,  with respect to 75% of its total  assets,  acquire more
     than 10% of the outstanding voting securities of any issuer.

THOSE RESPONSIBLE FOR MANAGEMENT

The  business  of the Fund is  managed  by the  Trustees  of the Trust who elect
officers who are responsible for the day-to-day  operations of the Trust and who
execute  policies  formulated  by the  Trustees.  Several  of the  officers  and
Trustees of the Trust are also  officers or directors of the Adviser or officers
and directors of the Fund's  principal  distributor,  John Hancock  Funds,  Inc.
("John Hancock Funds").
   
The  following  table sets forth the  principal  occupation of employment of the
Trustees and principal officers of the Trust:
    
                                       20
<PAGE>

<TABLE>
<CAPTION>

   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------
<S>                                <C>                                <C>
*Edward J. Boudreau, Jr.           Chairman (3,4)                     Chairman and Chief Executive        
101 Huntington Avenue                                                 Officer, the Adviser and The        
Boston, MA  02199                                                     Berkeley Financial Group ("The      
October 1944                                                          Berkeley Group"); Chairman, NM      
                                                                      Capital Management, Inc. ("NM      
                                                                      Capital"); John Hancock Advisers   
                                                                      International Limited; ("Advisers  
                                                                      International"); John Hancock      
                                                                      Funds, Inc., ("John Hancock        
                                                                      Funds"); John Hancock Investor     
                                                                      Services Corporation ("Investor    
                                                                      Services"), Transamerica Fund      
                                                                      Management Company ("TFMC") and    
                                                                      Sovereign Asset Management         
                                                                      Corporation ("SAMCorp");           
                                                                      (hereinafter the Adviser, the      
                                                                      Berkeley Group, NM Capital,        
                                                                      Advisers International, John       
                                                                      Hancock Funds, Investor Services   
                                                                      and SAMCorp are collectively       
                                                                      referred to as the "Affiliated     
                                                                      Companies"); Chairman, First       
                                                                      Signature Bank & Trust; Director,  
                                                                      John Hancock Freedom Securities    
                                                                      Corp., John Hancock Capital Corp., 
                                                                      New England/Canada Business        
                                                                      Council; Member, Investment Company
                                                                      Institute Board of Governors;      
                                                                      Director, Asia Strategic Growth    
                                                                      Fund, Inc.; Trustee, Museum of     
                                                                      Science; President, the Adviser    
                                                                      (until July 1992); Chairman, John  
                                                                      Hancock Distributors, Inc.         
                                                                      ("Distributors") until April 1994. 
                                                                          
                                             
                                       21
<PAGE>
                                             
   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------
                                             
Dennis S. Aronowitz                Trustee (1,2)                      Professor of Law, Boston University              
Boston University                                                     School of Law; Trustee, Brookline   
Boston, Massachusetts                                                 Savings Bank.                      
June 1931                                                             

Richard P. Chapman, Jr.            Trustee (1,2)                      President, Brookline Savings Bank.                     
160 Washington Street                                                 Director, Federal Home Loan Bank of 
Brookline, Massachusetts                                              Boston (lending); Director, Lumber  
February 1935                                                         Insurance Companies (fire and       
                                                                      casualty insurance); Trustee,      
                                                                      Northeastern University            
                                                                      (education); Director, Depositors  
                                                                      Insurance Fund, Inc. (insurance).  

William J. Cosgrove                Trustee (1,2)                      Vice President, Senior Banker and              
20 Buttonwood Place                                                   Senior Credit Officer, Citibank,    
Saddle River, New Jersey                                              N.A. (retired September 1991);      
January 1933                                                          Executive Vice President, Citadel   
                                                                      Group Representatives, Inc.; EVP   
                                                                      Resource Evaluation Inc.           
                                                                      (consulting, October 1991 - October
                                                                      1993); Trustee, the Hudson City    
                                                                      Savings Bank (until October 1995). 
    









                                       22

<PAGE>

   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------

Douglas M. Costle                  Trustee (1,2,3)                    Director, Chairman of the Board and             
RR2 Box 480                                                           Distinguished Senior Fellow,        
Woodstock, Vermont  05091                                             Institute for Sustainable           
July 1939                                                             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    
                                                                      MITRE Corporation (governmental    
                                                                      consulting services).              

Leland O. Erdahl                   Trustee (1,2)                      Director of Santa Fe Ingredients                       
9449 Navy Blue Court                                                  Company of California, Inc. and     
Las Vegas, NV  89117                                                  Santa Fe Ingredients Company, Inc.  
December 1928                                                         (private food processing            
                                                                      companies); Director of Uranium    
                                                                      Resources, Inc.; President of      
                                                                      Stolar, Inc. (from 1987-1991) and  
                                                                      President of Albuquerque Uranium   
                                                                      Corporation (from 1985-1992);      
                                                                      Director of Freeport-McMoRan Copper
                                                                      & Cold Company Inc., Hecla Mining  
                                                                      Company, Canyon Resources          
                                                                      Corporation and Original Sixteen to
                                                                      One Mine, Inc. (from 1984-1987 and 
                                                                      from 1991 to 1995) (management     
                                                                      consultant).                       
    





                                       23

<PAGE>

   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------

Richard A. Farrell                 Trustee (1,2)                      President of Farrell, Healer & Co.,
Farrell, Healer & Company, Inc.                                       (venture capital management firm)   
160 Federal Street -- 23rd Floor                                      (since 1980); Prior to 1980, headed 
Boston, MA  02110                                                     the venture capital group at Bank   
November 1932                                                         of Boston Corporation.             

Gail D. Fosler                     Trustee (1,2)                      Vice President and Chief Economist,                  
4104 Woodbine Street                                                  The Conference Board (non-profit    
Chevy Chase, MD                                                       economic and business research).    
December 1947                                                         

William F. Glavin                  Trustee (1,2)                      President, Babson College; Vice                  
Babson College                                                        Chairman, Xerox Corporation until   
Horn Library                                                          June 1989; Director, Caldor Inc.,   
Babson Park, MA 02157                                                 Reebok, Ltd. (since 1994), and Inco 
March 1931                                                            Ltd.                               

Dr. John A. Moore                  Trustee (1,2)                      President and Chief Executive                      
Institute for Evaluating                                              Officer, Institute for Evaluating
 Health Risks                                                         Health Risks, (nonprofit          
1101 Vermont Avenue N.W.                                              institution) ( since September    
Suite 608                                                             1989).                            
Washington, DC  20005                                                 
February 1939

Patti McGill Peterson              Trustee (1,2)                      President, St. Lawrence University;                   
St. Lawrence University                                               Director, Niagara Mohawk Power      
110 Vilas Hall                                                        Corporation and Security Mutual     
Canton, NY  13617                                                     Life.                              
May 1943                                                              

John W. Pratt                      Trustee (1,2)                      Professor of Business                           
2 Gray Gardens East                                                   Administration at Harvard      
Cambridge, MA  02138                                                  University Graduate School of  
September 1931                                                        Business Administration (since
                                                                      1961).                        
                                                                          
                                             
                                       24
<PAGE>
                                             
   
Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Trust                         During Past 5 Years
- -----------------                  ----------                         -------------------

*Richard S. Scipione               Trustee (3)                        General Counsel, the Life Insurance                   
John Hancock Place                                                    Company; Director, the Adviser, the 
P.O. Box 111                                                          Affiliated Companies, John Hancock  
Boston, Massachusetts                                                 Distributors, Inc., JH Networking   
August 1937                                                           Insurance Agency, Inc., John        
                                                                      Hancock Subsidiaries, Inc.,        
                                                                      SAMCorp, NM Capital and John       
                                                                      Hancock Property and Casualty      
                                                                      Insurance and its affiliates (until
                                                                      November, 1993); Trustee; The      
                                                                      Berkeley Group.                    

Edward J. Spellman, CPA            Trustee (1,2,4)                    Partner, KPMG Peat Marwick LLP 
259C Commercial Bld.                                                  (retired June 1990).
Lauderdale, FL
November 1932

Anne C. Hodsdon                    Trustee and President (3)(4)       President and Chief Operating            
101 Huntington Avenue                                                 Officer, the Adviser; Executive    
Boston, MA  02199                                                     Vice President, the Adviser (until 
April 1953                                                            December 1994); Senior Vice        
                                                                      President; the Adviser (until      
                                                                      December 1993); Vice President, the
                                                                      Adviser, 1991.
    
</TABLE>
   
The executive  officers of the Trust and their principal  occupations during the
past five years are set forth below.  Unless otherwise  indicated,  the business
address of each is 101 Huntington Avenue, Boston, Massachusetts 02199.
    








                                       25

<PAGE>

<TABLE>
<CAPTION>
   

Name, Address                      Position(s) Held                   Principal Occupation(s)
and Date of Birth                  With Registrants                   During Past 5 Years
- -----------------                  ----------------                   -------------------
<S>                                <C>                                <C>
Robert G. Freedman                 Vice Chairman and Chief            Vice Chairman and Chief Investment    
July 1938                          Investment Officer (4)             Officer, the Adviser; President   
                                                                      (until December 1994).            

James B. Little                    Senior Vice President,             Senior Vice President, the Adviser.
February 1935                      Chief Financial Officer            

John A. Morin                      Vice President                     Vice President, the Adviser.
July 1950

Susan S. Newton                    Vice President and Secretary       Vice President and Assistant 
March 1950                                                            Secretary, the Adviser.

James J. Stokowski                 Vice President and Treasurer       Vice President, the Adviser.
November 1946

    
</TABLE>
- ----------
   
*    Trustee may be deemed to be an "interested person" of the Trust as defined
     in the Investment Company Act of 1940.
(1)  Member of the Audit Committee of the Trust.
(2)  Member of the Committee on Administration of the Trust.
(3)  Member of the Executive Committee of the Trust. The Executive Committee may
     generally exercise most powers of the Trustees between regularly scheduled
     meetings of the Board of Trustees.
(4)  Member of the Investment Committee of the Adviser.
    
   
All of the  officers  listed  are  officers  or  employees  of  the  Adviser  or
affiliated  companies.  Some of the  Trustees  and officers may also be officers
and/or directors and/or trustees of one or more of the other funds for which the
Adviser serves as investment adviser.
    

                                       26

<PAGE>

   
As of May 31, 1996, the officers and Trustees of the Trust as a group owned less
than 1% of the  outstanding  shares of the Fund.  To the knowledge of the Trust,
only the  following  person  owned of record or  beneficially  5% or more of any
class of the Fund's outstanding securities:
    
   
                                                           Percentage of
                                                            Outstanding
Name and Address                Class        Shares          Shares of
 of Shareholder               of Shares      Owned         Class of Fund
 --------------               ---------      -----         -------------

Merrill Lynch Pierce           Class B       171,071          13.74%
Fenner & Smith, Inc.
4800 Deerlake Dr. East
Jacksonville, FL 32246-6484
    
   
The following table provides information  regarding the compensation paid by the
Fund and the other investment  companies in the John Hancock Fund Complex to the
Independent  Trustees for their services.  Ms. Hodsdon and Messrs.  Boudreau and
Scipione, each a non-Independent  Trustee, and each of the officers of the Funds
are  interested  persons of the  Adviser,  are  compensated  by the  Adviser and
receive no compensation  from the Fund for their services.  The  compensation to
the  Trustees  from the Fund  shown  below is for the Fund's  fiscal  year ended
August 31, 1995.  Those Trustees listed below who received no compensation  from
the Fund for such year first became Trustees of the Trust on June 26, 1996.
    




                                       27

<PAGE>
   
                                                       Total Compensation From
                           Aggregate Compensation     All Funds in John Hancock
Independent Trustees            From the Fund        Fund Complex to Trustees(*)
- --------------------            -------------        ---------------------------

Dennis S. Aronowitz               $  357                     $ 61,050
Richard P. Chapman, Jr.+             367                       62,800
William J. Cosgrove+                 357                       61,050
Gail D. Fosler                       357                       60,800
Bayard Henry**                       341                       58,850
Edward J. Spellman                   357                       61,050
Douglas M. Costle                    ___                       41,750
Leland O. Erdahl                     ___                       41,750
Richard A. Farrell                   ___                       43,250
William F. Glavin+                   ___                       37,500
John A. Moore                        ___                       41,750
Patti McGill Peterson                ___                       41,750
John W. Pratt                                                  41,750
                                  ------                     --------
                                   2,136                      655,100

*    Total compensation paid by the John Hancock Fund Complex to the Independent
     Trustees is for the calendar  year ended  December 31, 1995.  On this date,
     there were 61 funds in the John Hancock  Fund  Complex.  Messrs.  Aronwitz,
     Chapman,  Cosgrove, Henry and Spellman and Ms. Fosler served 16 and Messrs.
     Costle, Erdahl, Farrell, Glavin, Moore and Pratt and Ms. Peterson served 12
     of these funds.

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

+    On December 31, 1995, the value of the aggregate deferred compensation from
     all funds in the John Hancock Fund Complex for Mr. Chapman was $54,681, for
     Mr. Cosgrove was $54,243 and for Mr. Glavin was $32,061.
    
As of June 16, 1992,  the  Trustees  established  an advisory  board in order to
provide  information of a general  medical and  scientific  nature to investment
officers of the Fund.  The members of the advisory  board are distinct  from the
Board of Trustees, hold office at the pleasure of the Trustees, are persons with
scientific  and  medical  expertise  who do not  serve  the  Fund  in any  other
capacity,  and are persons who have no power to determine  what  securities  are
purchased or sold.

Currently,  the advisory board consists of: Mark S. Klempner, M.D., Professor of
Medicine,  physician  and  scientist,  since 1978 with the New  England  Medical
Center  Hospitals  -  Tufts  University  School  Of  Medicine,  located  at  750

                                       28

<PAGE>

Washington Street, Boston, Massachusetts 02111; Deeb Salem, M.D., since 1987 the
Chief of  Cardiology  and  Professor  of Medicine  with the New England  Medical
Center  Hospitals  -  Tufts  University  School  of  Medicine,  located  at  750
Washington Street,  Boston,  Massachusetts  02111; and Martin A. Samuels,  M.D.,
since 1988 Chief of  Neurology  with Brigham and Woman's  Hospitals,  75 Francis
Street,  Boston,  Massachusetts 02115. The Fund pays each member of the advisory
board an annual retainer fee of $10,000.
   
INVESTMENT ADVISORY AND OTHER SERVICES

The Fund receives its investment advice from the Adviser. Investors should refer
to the  Prospectus  for a  description  of certain  information  concerning  the
investment  management  contract.  Each of the Trustees and  principal  officers
affiliated  with the Trust who is also an  affiliated  person of the  Adviser is
named above,  together with the capacity in which such person is affiliated with
the Trust and the Adviser.
    
   
The Trust,  on behalf of the Fund,  has entered  into an  investment  management
contract with the Adviser,  under which the Adviser provides the Fund with (i) a
continuous  investment  program,  consistent  with the Fund's stated  investment
objective  and  policies,  and (ii)  supervision  of all  aspects  of the Fund's
operations  except those that are  delegated to a custodian,  transfer  agent or
other agent.
    
Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory clients for which the Adviser or affiliates  provide investment advice.
Because of  different  investment  objectives  or other  factors,  a  particular
security  may be bought for one or more funds or clients  when one or more other
funds or clients are selling the same security. If opportunities for purchase or
sale of securities by the Adviser for the Fund or for other funds or clients for
which the Adviser renders  investment advice arise for consideration at or about
the  same  time,  transactions  in such  securities  will be  made,  insofar  as
feasible,  for the respective  funds or clients in a manner deemed  equitable to
all of them. To the extent that  transactions  on behalf of more than one client
of the  Adviser or  affiliates  may  increase  the demand for  securities  being
purchased or the supply of securities being sold, there may be an adverse effect
on price.  No person other than the Adviser and its  directors and employees and
the Fund's advisory board regularly furnishes advice to the Fund with respect to
the desirability of the Fund's investing in,  purchasing or selling  securities.
The Adviser may from time to time receive  statistical or other similar  factual
information, and information regarding general economic factors and trends, from
the Life Company and its affiliates.
   
All  expenses  which  are not  specifically  paid by the  Adviser  and which are
incurred in the operation of the Fund  (including  fees of Trustees of the Trust

                                       29

<PAGE>

who are not  "interested  persons",  as such term is defined  in the  Investment
Company Act), but excluding certain distribution-related expenses required to be
paid by the Adviser or John Hancock Funds),  and the continuous  public offering
of the  shares  of the  Fund are  borne by the  Fund.  Class  expenses  properly
allocable to either Class A or Class B shares will be borne  exclusively by such
class of shares, subject to conditions the Internal Revenue Service imposes with
respect to multiple class structures.
    
   
As provided by the  investment  management  contract,  the Fund pays the Adviser
monthly an investment  management fee, which is based on a stated  percentage of
the Fund's average daily net assets as follows:
    
               Net Asset Value                    Annual Rate
               ---------------                    -----------
               First $200,000,000                     0.80%
               Amount over $200,000,000               0.70%

From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's expenses to a specified percentage of average daily net assets.
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  annual  expenses
fall below this limit.
   
On August 31, 1995, the net assets of the Fund were $30,727,481.  For the fiscal
years ended August 31, 1995 and 1994, the Adviser  received fees of $190,775 and
$145,229,  respectively . For the fiscal year ended August 31, 1993, the Adviser
received a fee of  $86,937,  net of a  reduction  of expenses to the Fund in the
amount of $40,548.
    
If the total of all ordinary  business  expenses of the Fund for any fiscal year
exceeds  limitations  prescribed  in any  state in which  shares of the Fund are
qualified for sale, the fee payable to the Adviser will be reduced to the extent
required  by these  limitations.  At this time,  the most  restrictive  limit on
expenses  imposed by a state  requires that expenses  charged to the Fund in any
fiscal year may not exceed 2 1/2% of the first $30,000,000 of the Fund's average
net  assets,  2% of the next  $70,000,000  of such net  assets and 1 1/2% of the
remaining  average net assets.  When  calculating the above limit,  the Fund may
exclude interest, brokerage commissions and extraordinary expenses.
   
Pursuant to the investment  management  contract,  the Adviser is not liable for
any error of judgment or mistake of law or for any loss  suffered by the Fund in
connection  with  the  matters  to which  its  contract  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Adviser in the  performance of its duties or from reckless  disregard of the
obligations and duties under the contract.
    
                                       30

<PAGE>

   
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was  organized in 1968 and  currently  has more than $18 billion in assets under
management  in its capacity as  investment  adviser to the Fund and other mutual
funds and publicly  traded  investment  companies  in the John Hancock  group of
funds having a combined total of over approximately 1,080,000 shareholders.  The
Adviser is an  affiliate of the Life  Company,  one of the most  recognized  and
respected  financial  institutions  in  the  nation.  With  total  assets  under
management of more than $80 billion, the Life Company is one of ten largest life
insurance companies in the United States, and carries high ratings from Standard
& Poor's and A.M.  Best's.  Founded in 1862,  the Life  Company has been serving
clients for over 130 years.
    
   
Under  the  investment  management  contract,  the Fund  may use the name  "John
Hancock"  or any  name  derived  from or  similar  to it only for so long as the
contract or any extension,  renewal or amendment  thereof remains in effect.  If
the  contract  is no longer in effect,  the Fund (to the extent that it lawfully
can)  will  cease to use such a name or any  other  name  indicating  that it is
advised by or otherwise connected with the Adviser. In addition,  the Adviser or
the Life Company may grant the nonexclusive right to use the name "John Hancock"
or any  similar  name to any other  corporation  or  entity,  including  but not
limited to any investment company of which the Life Company or any subsidiary or
affiliate  thereof  or any  successor  to the  business  of  any  subsidiary  or
affiliate thereof shall be the investment adviser.
    
The investment  management  contract,  and the distribution  contract  discussed
below,  continue in effect  from year to year if approved  annually by vote of a
majority of the Trustees who are not interested persons of one of the parties to
the  contract,  cast in person at a meeting  called for the purpose of voting on
such  approval,  and by either the  Trustees or the holders of a majority of the
Fund's  outstanding  voting  securities.  Each of these contracts  automatically
terminates  upon  assignment and may be terminated  without  penalty on 60 days'
notice at the option of either party to the contract or by vote of a majority of
the outstanding voting securities of the Fund.

DISTRIBUTION CONTRACT
   
The Fund has entered into a distribution contract with John Hancock Funds. Under
the  contract,  John Hancock  Funds is obligated to use its best efforts to sell
shares of each class of the Fund.  Shares of the Fund are also sold by  selected
broker-dealers  (the "Selling  Brokers")  which have entered into selling agency
agreements  with John Hancock  Funds.  John Hancock Funds accepts orders for the
purchase  of the shares of the Fund which are  continually  offered at net asset
value next determined,  plus any applicable sales charge. In connection with the
sale of Class A or Class B shares of the Fund,  John  Hancock  Funds and Selling
Brokers receive  compensation in the form of a sales charge imposed, in the case
of Class A shares at the time of sale or,  in the case of Class B  shares,  on a

                                       31

<PAGE>

deferred basis. Upon notice to all Selling Brokers, John Hancock Funds may allow
them up to the full  applicable  sales charge during  periods  specified in such
notice.  During these periods,  Selling Brokers may be deemed to be underwriters
as that term is defined in the 1933 Act. The sales charges are discussed further
in the Prospectus.
    
   
The Fund's Trustees adopted Distribution Plans with respect to Class A and Class
B shares  (together,  the "Plans"),  pursuant to Rule 12b-1 under the Investment
Company Act. Under the Plans,  the Fund will pay  distribution  and service fees
for Class A and Class B shares at an  aggregate  annual  rate of up to 0.30% and
1.00%,  respectively,  of the Fund's daily net assets  attributable to shares of
each class.  However, the amount of the service fee will not exceed 0.25% of the
Fund's  average  daily net  assets  attributable  to each  class of  shares.  In
accordance  with generally  accepted  accounting  principles,  the Fund does not
treat  unreimbursed  distribution  expenses  attributable to Class B shares as a
liability  of the Fund and does not reduce the  current net assets of Class B by
such amount,  although  the amount may be payable  under the Class B Plan in the
future.
    
   
Under the Plans,  expenditures  shall be  calculated  and accrued daily and paid
monthly or at such other intervals as the Trustees shall determine.  The fee may
be spent by John Hancock  Funds on  Distribution  Expenses or Service  Expenses.
"Distribution Expenses" include any activities or expenses primarily intended to
result in the sale of shares of the relevant class of the Fund,  including,  but
not limited to: (i) initial and ongoing sales  compensation  to Selling  Brokers
and others  (including  affiliates of John Hancock Funds) engaged in the sale of
Fund shares;  (ii)  marketing,  promotional  and overhead  expenses  incurred in
connection with the distribution of Fund shares; and (iii) with respect to Class
B shares only, interest expenses on unreimbursed payments made to, or on account
of, account executives of selected broker-dealers  (including affiliates of John
Hancock Funds) and others who furnish personal and account maintenance  services
to  shareholders  of the relevant  class of the Fund.  For the fiscal year ended
August 31, 1995, an aggregate of $205,352 of  Distribution  Expenses or 6.09% of
the  average  net assets of the  Fund's  Class B shares  was not  reimbursed  or
recovered by John Hancock Funds through the receipt of deferred sales charges or
Rule 12b-1 fees in prior periods.
    
Pursuant to the Plans, at least quarterly,  John Hancock Funds provides the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which these  expenditures  were made. The Trustees review these reports on a
quarterly basis.

During the fiscal year ended August 31, 1995 the Funds paid John  Hancock  Funds
the following amounts of expenses with respect to the Class A and Class B shares
of the Fund:

                                       32

<PAGE>
<TABLE>
<CAPTION>
   
                                                   Expense Items

                                             
                                                                                                     
                                     Printing and Mailing                                           Interest, Carrying
                                      of Prospectus to New    Expenses of      Compensation to       or Other Finance         
                     Advertising         Shareholders         Distributors     Selling Brokers            Charges     
                     -----------         ------------         ------------     ---------------            -------     
<S>                      <C>                 <C>                 <C>                 <C>                     <C>
Class A shares         $19,753               $411                23,159             $18,110                $    0
Class B shares         $11,932                  0                13,617             $ 2,782                $5,530
</TABLE>
    
   
Each of the Plans  provides  that it will continue in effect only so long as its
continuance is approved at least annually by a majority of both the Trustees and
the Independent  Trustees.  Each of the plans provides that it may be terminated
without  penalty,  (a) by the vote of a majority of the Independent  Trustees or
(b) by the vote of a majority of the Fund's outstanding  voting  securities,  in
each  case  upon  60  days'  written  notice  to  John  Hancock  Funds,  and (c)
automatically  in the event of  assignment.  Each of the Plans further  provides
that it may not be amended to increase  the  maximum  amount of the fees for the
services described therein without the approval of a majority of the outstanding
shares of the class of the Fund  which has  voting  rights  with  respect to the
Plan. And finally,  each of the Plans provides that no material amendment to the
Plan will,  in any event,  be  effective  unless it is approved by a vote of the
Trustees and the Independent  Trustees of the Trust.  The holders of Class A and
Class B shares have exclusive  voting rights with respect to the Plan applicable
to their  respective  class of  shares.  In  adopting  the  Plans  the  Trustees
concluded  that, in their  judgment,  there is a reasonable  likelihood that the
Plans will benefit the holders of the applicable class of shares of the Fund.
    
   
When the Trust  seeks an  Independent  Trustee to fill a vacancy or as a nominee
for election by  shareholders,  the selection or  nomination of the  Independent
Trustee is, under  resolutions  adopted by the Trustees  contemporaneously  with
their  adoption of the Plans,  committed to the  discretion  of the Committee on
Administration  of the Trustees.  The members of the Committee on Administration
are all Independent  Trustees and are identified in this Statement of Additional
Information under the heading "Those Responsible for Management."
    
NET ASSET VALUE

For purposes of calculating the net asset value ("NAV") of a Fund's shares,  the
following procedures are utilized wherever applicable.

                                       33

<PAGE>

Debt investment  securities are valued on the basis of valuations furnished by a
principal  market maker or a pricing  service,  both of which generally  utilize
electronic  data  processing  techniques  to  determine  valuations  for  normal
institutional  size trading units of debt securities  without exclusive reliance
upon quoted prices.
   
Equity  securities  traded on a  principal  exchange or NASDAQ  National  Market
Issues  are  generally  valued  at last  sale  price  on the  day of  valuation.
Securities  in the  aforementioned  category for which no sales are reported and
other  securities  traded  over-the-counter  are  generally  valued  at the last
available bid price.
    
Short-term debt investments  which have a remaining  maturity of 60 days or less
are generally  valued at amortized  cost which  approximates  market  value.  If
market  quotations are not readily available or if in the opinion of the Adviser
any  quotation or price is not  representative  of true market  value,  the fair
value  of the  security  may be  determined  in good  faith in  accordance  with
procedures approved by the Trustees.
   
foreign  securities  are  valued on the basis of  quotations  frrom the  primary
market in which they are traded.
    
   
Any  assets  or  liabilities  expressed  in  terms  of  foreign  currencies  are
translated  into U.S.  dollars by the  custodian  bank based on London  currency
exchange  quotations as of 5:00 p.m., London time (12:00 noon, New York time) on
the date of any  determination  of a Fund's NAV. If  quotations  are not readily
available,  or the value has been materially  affected by events occurring after
the closing of a foreign market, assets are valued by a method that the Trustees
believe accurately reflects fair value.
    
   
The Fund will not price its securities on the following national  holidays:  New
Year's Day; Presidents' Day; Good Friday;  Memorial Day; Independence Day; Labor
Day;  Thanksgiving Day; and Christmas Day. On any day an international market is
closed and the New York Stock Exchange is open, any foreign  securities  will be
valued at the prior day's close with the current day's exchange rate. Trading of
foreign  securities  may take place on Saturdays and U.S.  business  holidays on
which the  Fund's NAV is not  calculated.  Consequently,  the  Fund's  portfolio
securities  may trade and the NAV of the  Fund's  redeemable  securities  may be
significantly affected on days when a shareholder has no access to the Fund.
    
INITIAL SALES CHARGE ON CLASS A SHARES
   
Class A shares of the Fund are offered at a price equal to their net asset value
plus a sales charge which, at the option of the purchaser, may be imposed either
at the  time of  purchase  (the  "initial  sales  charge  alternative")  or on a
contingent  deferred  basis (the  "deferred  sales charge  alternative").  Share
certificates  will not be issued unless requested by the shareholder in writing,
and then they will only be issued for full  shares.  The  Trustees  reserve  the
right to change or waive  the  Fund's  minimum  investment  requirements  and to
reject any order to purchase shares (including purchase by exchange) when in the
judgment of the Adviser such rejection is in the Fund's best interest.
    
                                       34

<PAGE>

   
The sales  charges  applicable  to  purchases of shares of Class A shares of the
Fund are described in the Fund's Prospectus.  Methods of obtaining reduced sales
charges  referred to generally in the  Prospectus are described in detail below.
In  calculating  the sales  charge  applicable  to current  purchases of Class A
shares of the Fund, the investor is entitled to cumulate current  purchases with
the greater of the current  value (at  offering  price) of the Class A shares of
the Fund, or if John Hancock Investor Services ("Investor Services") is notified
by the investor's  dealer or the investor at the time of the purchase,  the cost
of the Class A shares owned.
    
   
Combined  Purchases.  In calculating the sales charge applicable to purchases of
Class A shares made at one time,  the purchases  will be combined if made by (a)
an individual,  his spouse and their  children  under the age of 21,  purchasing
securities  for his or their  own  account,  (b) a  trustee  or other  fiduciary
purchasing  for a single  trust,  estate or  fiduciary  account  and (c) certain
groups of four or more  individuals  making use of salary  deductions or similar
group  methods of payment  whose funds are  combined  for the purchase of mutual
fund shares.  Further  information about combined  purchases,  including certain
restrictions on combined group purchases, is available from Investor Services or
a Selling Broker's representative.
    
   
Without Sales Charge.  Class A shares may be offered  without a front-end  sales
charge to various individuals and institutions as follows:

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

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

o    A Trustee or officer of the Trust; a Director or officer of the Adviser and
     its affiliates or Selling Brokers;  employees or sales  representatives  of
     any of the foregoing;  retired  officers,  employees or Directors of any of
     the foregoing; a member of the immediate family (spouse,  children, mother,
     father,  sister,  brother,  mother-in-law,  father-in-law)  of  any  of the
     foregoing;  or any fund, pension,  profit sharing or other benefit plan for
     the individuals described above.

o    A broker,  dealer,  financial planner,  consultant or registered investment
     advisor  that  has  entered  into an  agreement  with  John  Hancock  Funds
     providing  specifically for the use of Fund shares in fee-based  investment
     products or services made available to their clients.
    
                                       35

<PAGE>

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

o    A member of an approved affinity group financial services plan.

o    Existing  full service  clients of the Life 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.
     However,  if the shares are redeemed  within 12 months after the end of the
     calendar year in which the purchase was made, a CDSC will be imposed at the
     following rate:

     Amount Invested                                  CDSC Rate
     ---------------                                  ---------
     $1 million to $4,999,999                            1.00%
     Next $5 million to $9,999,999                       0.50%
     Amounts of $10 million and over                     0.25%
    
Accumulation Privilege.  Investors (including investors combining purchases) who
are already Class A shareholders  may also obtain the benefit of a reduced sales
charge by taking into  account not only the amount then being  invested but also
the purchase  price or current  account value of the Class A shares already held
by such person.

Combination  Privilege.  Reduced  sales  charges  (according to the schedule set
forth  in the  Prospectus)  also  are  available  to an  investor  based  on the
aggregate  amount of his concurrent  and prior  investments in Class A shares of
the Fund and shares of all other John Hancock funds which carry a sales charge.

Letter of Intention.  Reduced sales charges are also  applicable to  investments
made over a specified  period  pursuant to a Letter of  Intention  (the  "LOI"),
which should be read carefully  prior to its execution by an investor.  The Fund
offers two options  regarding the specified period for making  investments under
the LOI.  All  investors  have the  option of making  their  investments  over a
specified period of thirteen (13) months.  Investors who are using the Fund as a
funding medium for a qualified  retirement  plan,  however,  may opt to make the
necessary  investments  called  for by the LOI  over a  forty-eight  (48)  month
period.  These qualified  retirement plans include group IRAs, SEP, SARSEP, TSA,
401(k), 403(b) plans, and 457 plans. Such an investment (including accumulations
and  combinations)  must aggregate $50,000 or more invested during the specified
period  from the date of the LOI or from a date  within  ninety  (90) days prior
thereto, upon written request to Investor Services.  The sales charge applicable
to all amounts  invested  under the LOI is computed as if the  aggregate  amount

                                       36

<PAGE>

intended to beinvested had been invested  immediately.  If such aggregate amount
is not actually  invested,  the difference in the sales charge actually paid and
the  sales  charge  payable  had the LOI not  been in  effect  is due  from  the
investor.  However,  for the purchases actually made within the specified period
(either 13 or 48 months)  the sales  charge  applicable  will not be higher than
that which would have applied (including accumulations and combinations) had the
LOI been for the amount actually invested.

The LOI authorizes Investor Services to hold in escrow sufficient Class A shares
(approximately  5% of the  aggregate) to make up any difference in sales charges
on the amount  intended to be invested and the amount actually  invested,  until
such  investment  is completed  within the specified  period,  at which time the
escrow Class A shares will be released. If the total investment specified in the
LOI is not completed,  the Class A shares held in escrow may be redeemed and the
proceeds used as required to pay such sales charge as may be due. By signing the
LOI, the investor authorizes Investor Services to act as his attorney-in-fact to
redeem any escrowed Class A shares and adjust the sales charge, if necessary.  A
LOI does not  constitute a binding  commitment  by an investor to purchase or by
the Fund to sell any  additional  Class A shares  and may be  terminated  at any
time.
   
Class A shares  may  also be  purchased  without  an  initial  sales  charge  in
connection  with  certain  liquidation,   merger  or  acquisition   transactions
involving other investment companies or personal holding companies.
    
DEFERRED SALES CHARGE ON CLASS B SHARES

Investments in Class B shares are purchased at net asset value per share without
the imposition of an initial sales charge so that the Fund will receive the full
amount of the purchase payment.
   
Contingent  Deferred Sales Charge.  Class B shares which are redeemed within six
years of purchase will be subject to a contingent deferred sales charge ("CDSC")
at the rates set forth in the  Prospectus  as a percentage  of the dollar amount
subject  to the CDSC.  The charge  will be  assessed  on an amount  equal to the
lesser of the current market value or the original  purchase cost of the Class B
shares being  redeemed.  No CDSC will be imposed on  increases in account  value
above  the  initial  purchase  prices,  including  Class B shares  derived  from
reinvestment  of  dividends  or  capital  gains  distributions.  No CDSC will be
imposed on shares  derived  from  reinvestment  of  dividends  or capital  gains
distributions.
    
   
Class B shares are not  available to  full-service  defined  contribution  plans
administered  by Investor  Services or the Life  Company  that had more than 100
eligible employees at the inception of the Fund account.
    
                                       37

<PAGE>

   
The amount of the CDSC, if any, will vary  depending on the number of years from
the  time of  payment  for the  purchase  of Class B  shares  until  the time of
redemption  of such  shares.  Solely for purposes of  determining  the number of
years from the time of any payment for the  purchases  of shares,  all  payments
during a month will be aggregated  and deemed to have been made on the first day
of the month.
    
   
In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  or those you  acquired  through
dividend and capital gain  reinvestment,  and next from the shares you have held
the longest  during the six-year  period.  For this  purpose,  the amount of any
increase in a share's value above its initial  purchase price is not regarded as
a share exempt from CDSC.  Thus,  when a share that has  appreciated in value is
redeemed during the CDSC period, a CDSC is assessed only on its initial purchase
price.
    
   
When requesting a redemption for a specific dollar amount please indicate if you
require the proceeds to equal the dollar  amount  requested.  If not  indicated,
only the  specified  dollar  amount will be redeemed  from your  account and the
proceeds will be less any applicable CDSC.
    
   
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 
  (dividend reinvestment)                                                  -120
* Minus appreciation on remaining shares (40 shares X $2)                   -80
                                                                           ----
* Amount subject to CDSC                                                   $400
    
Proceeds  from the CDSC are paid to John Hancock  Funds and are used in whole or
in part by John  Hancock  Funds to defray  its  expenses  related  to  providing
distribution-related  services  to the Fund in  connection  with the sale of the
Class B shares,  such as the payment of  compensation  to select Selling Brokers
for selling Class B shares. The combination of the CDSC and the Distribution and
service  fees  facilitates  the  ability  of the Fund to sell the Class B shares

                                       38

<PAGE>

without a sales  charge  being  deducted  at the time of the  purchase.  See the
Prospectus for additional information regarding the CDSC.
   
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 a CDSC,
unless indicated otherwise, in the circumstances defined below:
    
   
For all account types:

*    Redemptions  made pursuant to the Fund's right to liquidate your account if
     you own shares worth less than $1,000.

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

*    Redemptions due to death or disability.

*    Redemptions made under the Reinstatement  Privilege, as described in "Sales
     Charge Reductions and Waivers" of the Prospectus.

For Retirement  Accounts (such as IRA,  Rollover IRA, TSA, 457, 403(b),  401(k),
Money Purchase Pension Plan, Profit-Sharing Plan and other plans qualified under
the Code) unless otherwise noted.

*    Redemptions  made to effect  mandatory  distributions  under  the  Internal
     Revenue Code after age 70 1/2.

*    Returns of excess contributions made to these plans.

*    Redemptions  made to effect  distributions to participants or beneficiaries
     from employer sponsored  retirement plans such as 401(k),  403(b),  457. In
     all cases, the distribution must be free from penalty under the Code.

*    Redemptions  made to effect  distributions  from an  Individual  Retirement
     Account  either  before  age 59 1/2 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  from certain IRA and retirement  plans that  purchased  shares
     prior to October 1, 1992 and certain IRA plans that purchased  shares prior
     to May 15, 1995.
    
                                       39
<PAGE>

   
For non-retirement accounts (please see above for retirement account waivers):

*    Redemptions  of Class B shares made under a periodic  withdrawal  plan,  as
     long as your annual  redemptions do not exceed 10% of your account value at
     the time you established your periodic  withdrawal planand 10% of the value
     of subsequent  investments  (less  redemptions) in that account at the time
     you notify Investor  Services.  (Please note, this waiver does not apply to
     periodic  withdrawal plan redemptions of Class A shares that are subject to
     a CDSC.)

Please see matrix for reference.

CDSC Waiver Matrix for Class B Funds
    
   
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                   401(a) Plan                                                         
Type of            (401(k), MPP,                                      IRA, IRA         
Distribution       PSP)                 403(b)          457           Rollover          Non-retirement
- ------------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>             <C>             <C>             <C>
Death or           Waived               Waived          Waived          Waived          Waived
Disability                                                                             
- ------------------------------------------------------------------------------------------------------
Over 70 1/2        Waived               Waived          Waived          Waived          10% of account
                                                                                        value annually
                                                                                        in periodic   
                                                                                        payments      
- ------------------------------------------------------------------------------------------------------
Between 59 1/2                                                          Only Life       10% of account
and 70 1/2         Waived               Waived          Waived          Expectancy      value annually
                                                                                        in periodic   
                                                                                        payments      
- ------------------------------------------------------------------------------------------------------    
Under 59 1/2       Waived for    
                   rollover, or  
                   annuity       
                   payments. Not                                                        10% of account
                   waived if paid       Waived for      Waived for      Waived for      value annually
                   directly to          annuity         annuity         annuity         in periodic   
                   participant.         payments        payments        payments        payments      
- ------------------------------------------------------------------------------------------------------
Loans              Waived               Waived          N/A             N/A             N/A
- ------------------------------------------------------------------------------------------------------
Termination of     Not Waived           Not Waived      Not Waived      Not Waived      N/A
Plan
- ------------------------------------------------------------------------------------------------------
Return of          Waived               Waived          Waived          Waived          N/A
Excess
- ------------------------------------------------------------------------------------------------------
</TABLE>
    
   
If you qualify for a CDSC waiver under one of these situations,  you must notify
Investor  Services  at the time you make your  redemption.  The  waiver  will be
granted  once  Investor  Services  has  confirmed  that you are  entitled to the
waiver.
    
                                       40

<PAGE>

   
Sales to Certain Shareholders. Shareholders of the Fund who were shareholders of
John Hancock National Aviation & Technology Fund ("National  Aviation") who held
shares prior to May 1, 1984 are permitted  for an indefinite  period to purchase
additional  shares  of the Fund at net  asset  value,  without  a sales  charge,
provided  that the  purchasing  shareholder  held  shares of  National  Aviation
continuously  from  April 30,  1984 to July 28,  1995 (the date of the merger of
National   Aviation   into  John  Hancock   Global   Technology   Fund  ("Global
Technology"),  and shares of Global Technology from that date to the date of the
purchase in question.
    
SPECIAL REDEMPTIONS
   
Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion, he will incur a brokerage charge. Any such
securities  would be valued for the  purposes of making such payment at the same
value as used in determining net asset value. The Fund has, however,  elected to
be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the
Fund must redeem its shares for cash  except to the extent  that the  redemption
payments to any shareholder during any 90- day period would exceed the lesser of
$250,000 or 1% of the Fund's net asset value at the beginning of such period.
    
ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege. As described more fully in the Prospectus,  the Fund permits
exchanges of shares of any class of the Fund for shares of the same class in any
other John Hancock fund offering that class.

Systematic  Withdrawal  Plan. As described  briefly in the Prospectus,  the Fund
permits the establishment of a Systematic  Withdrawal Plan.  Payments under this
plan represent  proceeds  arising from the redemption of Fund shares.  Since the
redemption  price of the Fund shares may be more or less than the  shareholder's
cost, depending upon the market value of the securities owned by the Fund at the
time of redemption, the distribution of cash pursuant to this plan may result in
realization  of gain or loss for  purposes  of Federal,  state and local  income
taxes.  The  maintenance  of a  Systematic  Withdrawal  Plan  concurrently  with
purchases  of  additional  Class A or  Class  B  shares  of the  Fund  could  be
disadvantageous to a shareholder  because of the initial sales charge payable on
purchases  of Class A shares  and the CDSC  imposed  on  redemptions  of Class B
shares and because  redemptions  are taxable  events.  Therefore,  a shareholder
should not purchase Class A or Class B shares at the same time that a Systematic
Withdrawal  Planis  in  effect.  The  Fund  reserves  the  right  to  modify  or
discontinue the Systematic  Withdrawal Plan of any shareholder on 30 days' prior

                                       41

<PAGE>

written notice to such  shareholder,  or to discontinue the availability of such
plan in the future. The shareholder may terminate the plan at any time by giving
proper notice to Investor Services.

Monthly  Automatic  Accumulation  Program - ("MAAP").  This program is explained
fully in the  Prospectus.  The program,  as it relates to  automatic  investment
checks, is subject to the following conditions:

The investment will be drawn on or about the day of the month indicated.

The privilege of making investments  through the Monthly Automatic  Accumulation
Program  may be  revoked  by  Investor  Services  without  prior  notice  if any
investment is not honored by the shareholder's  bank. The bank shall be under no
obligation to notify the shareholder as to the non-payment of any check.

The program may be discontinued by the  shareholder  either by calling  Investor
Services or upon written notice to Investor  Services which is received at least
five (5) business days prior to the due date of any investment.

Reinvestment  Privilege.  A shareholder who has redeemed shares of the Fund may,
within  120 days after the date of  redemption,  reinvest  without  payment of a
sales charge any part of the redemption  proceeds in shares of the same class of
the Fund or in any of the  other  John  Hancock  mutual  funds,  subject  to the
minimum investment limit in that fund. The proceeds from the redemption of Class
A shares may be reinvested  at net asset value without  paying a sales charge in
Class A shares of the Fund or in Class A shares of any of the other John Hancock
mutual funds.  If a CDSC was paid upon a redemption,  a shareholder may reinvest
the proceeds from such redemption at net asset value in additional shares of the
class from which the  redemption  was made.  The  shareholder's  account will be
credited  with the amount of any CDSC charge upon the prior  redemption  and the
new shares will  continue to be subject to the CDSC.  The holding  period of the
shares acquired  through  reinvestment  will, for purposes of computing the CDSC
payable upon a subsequent redemption, include the holding period of the redeemed
shares. The Fund may modify or terminate the reinvestment privilege at any time.

A  redemption  or exchange of Fund shares is a taxable  transaction  for Federal
income tax purposes even if the  reinvestment  privilege is  exercised,  and any
gain or loss realized by a shareholder on the redemption or other disposition of
Fund shares will be treated for tax purposes as described under the caption "Tax
Status."

                                       42

<PAGE>

DESCRIPTION OF THE FUND'S SHARES

The Trustees of the Trust are  responsible for the management and supervision of
the Fund.  The  Declaration  of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial  interest of the Fund without
par value.  Under the  Declaration of Trust,  the Trustees have the authority to
create and classify shares of beneficial  interest in separate  series,  without
further action by  shareholders.  As of the date of this Statement of Additional
Information,  the  Trustees  have  authorized  shares  of the Fund and two other
series.  Additional series may be added in the future.  The Declaration of Trust
also  authorizes the Trustees to classify and reclassify the shares of the Fund,
or any new series of the Trust, into one or more classes. As of the date of this
Statement of Additional  Information,  the Trustees have authorized the issuance
of two classes of shares of the Fund, designated as Class A and Class B.

The shares of each class of the Fund represent an equal  proportionate  interest
in the  aggregate  net assets  attributable  to that class of the Fund.  A sales
charge will be imposed  either at the time of the purchase,  for Class A shares,
or on a contingent  deferred basis, for Class B shares.  For Class A shares,  no
sales charge is payable at the time of purchase on  investments of $1 million or
more, but for such investments a contingent deferred sales charge may be imposed
in the event of certain redemption transactions within one year of purchase.

Class A shares  and  Class B shares  have  certain  exclusive  voting  rights on
matters relating to their respective  distribution  plans. The different classes
of the  Fund  may  bear  different  expenses  relating  to the  cost of  holding
shareholder meetings necessitated by the exclusive voting rights of any class of
shares.
   
Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution  and  service  fees  relating to Class A and Class B shares will be
borne exclusively by that class (ii) Class B shares will pay higher distribution
and  service  fees than  Class A shares  and  (iii)  each of Class A and Class B
shares will bear any other class  expenses  properly  allocable to such class of
shares,  subject to the conditions  the Internal  Revenue  Service  imposes with
respect to multiple-class  structures.  Similarly, the net asset value per share
may vary depending on the class of shares purchased.
    
   
In the event of liquidation,  shareholders are entitled to share pro rata in the
net assets of the Fund available for distribution to such  shareholders.  Shares
entitle their holders to one vote per share, are freely transferable and have no
preemptive,  subscription or conversion  rights.  When issued,  shares are fully
paid and non- assessable by the Trust, except as set forth below.
    
Unless  otherwise  required by the Investment  Company Act or the Declaration of
Trust,  the Trust has no intention of holding annual  meetings of  shareholders.

                                       43

<PAGE>

Trust  shareholders  may  remove a Trustee by the  affirmative  vote of at least
two-thirds of the Trust's  outstanding  shares and the Trustees  shall  promptly
call a meeting for such purpose when requested to do so in writing by the record
holders  of  not  less  than  10%  of  the  outstanding  shares  of  the  Trust.
Shareholders   may,  under  certain   circumstances,   communicate   with  other
shareholders in connection  with  requesting a special meeting of  shareholders.
However,  at any time that less than a majority of the Trustees  holding  office
were elected by the  shareholders,  the Trustees will call a special  meeting of
shareholders for the purpose of electing Trustees.
   
Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the Trust.  However,  the Trust's  Declaration  of Trust  contains an express
disclaimer  of  shareholder  liability for acts,  obligations  or affairs of the
Fund.  The  Declaration  of Trust also provides for  indemnification  out of the
Fund's  assets  for  all  losses  and  expenses  of any  Fund  shareholder  held
personally liable by reason of being or having been a shareholder.  Liability is
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.
    
TAX STATUS

Each series of the Trust,  including the Fund,  is treated as a separate  entity
for tax  purposes.  The  Fund has  qualified  and  elected  to be  treated  as a
"regulated  investment  company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), and intends to continue to so qualify for each
taxable year.  As such and by complying  with the  applicable  provisions of the
Code regarding the sources of its income, the timing of its  distributions,  and
the  diversification  of its  assets,  the Fund will not be  subject  to Federal
income tax on taxable  income  (including  net realized  capital gains) which is
distributed  to  shareholders  at least  annually in accordance  with the timing
requirements of the Code.

The Fund will be subject to a four percent  nondeductible  Federal excise tax on
certain amounts not distributed (and not treated as having been  distributed) on
a timely basis in accordance with annual minimum distribution requirements.  The
Fund  intends  under normal  circumstances  to avoid  liability  for such tax by
satisfying such distribution requirements.
   
Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long-term  capital gain. (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net

                                       44

<PAGE>

short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.) Some distributions from investment company taxable income
and/or  net  capital  gain  may  be  paid  in  January  but  may be  taxable  to
shareholders  as if they had been received on December 31 of the previous  year.
The  tax  treatment  described  above  will  apply  without  regard  to  whether
distributions  are received in cash or reinvested  in  additional  shares of the
Fund.
    
   
Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.
    
   
Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
foreign  currency  forward  contracts,  certain options or futures  contracts on
foreign currencies,  foreign currencies,  or payables or receivables denominated
in a foreign  currency are subject to Section 988 of the Code,  which  generally
causes such gains and losses to be treated as ordinary income and losses and may
affect the amount,  timing and character of distributions  to shareholders.  Any
such  transactions  that are not directly  related to the Fund's  investment  in
stock or  securities,  possibly  including  speculative  currency  positions  or
currency  derivatives not used for hedging purposes,  may increase the amount of
gain it is  deemed  to  recognize  from  the  sale  of  certain  investments  or
derivatives  held for less than three  months,  which gain is limited  under the
Code to less than 30% of its gross income for each taxable  year,  and may under
future  Treasury  regulations  produce income not among the types of "qualifying
income"  from  which the Fund must  derive at least 90% of its gross  income for
each  taxable  year.  If the net  foreign  exchange  loss for a year  treated as
ordinary  loss under  Section 988 were to exceed the Fund's  investment  company
taxable  income  computed  without  regard to such loss,  the resulting  overall
ordinary  loss  for  such  year  would  not be  deductible  by the  Fund  or its
shareholders in future years.
    
   
If the Fund invests in stock of certain  non-U.S.  corporations  that receive at
least 75% of their annual gross income from passive  sources  (such as interest,
dividends,  rents,  royalties  or  capital  gain) or hold at least  50% of their
assets in investments producing such passive income ("passive foreign investment
companies"),  the Fund could be subject  to  Federal  income tax and  additional
interest charges on "excess  distributions"  received from these passive foreign

                                       45

<PAGE>

investment  companies or gain from the sale of stock in such companies,  even if
all income or gain actually  received by the Fund is timely  distributed  to its
shareholders. The Fund would not be able to pass through to its shareholders any
credit  or  deduction  for such a tax.  Certain  elections  may,  if  available,
ameliorate these adverse tax  consequences,  but any such election could require
the Fund to recognize  taxable income or gain without the concurrent  receipt of
cash.  The Fund may limit  and/or  manage its  investments  in  passive  foreign
investment  companies to minimize its tax  liability or maximize its return from
these investments.
    
   
Limitations imposed by the Code on regulated  investment companies like the Fund
may  restrict the Fund's  ability to enter into  options and futures  contracts,
foreign currency  positions and foreign currency forward  contracts.  Certain of
these  transactions may cause the Fund to recognize gains or losses from marking
to market even though its  positions  have not been sold or  terminated  and may
affect the  character  as long-term  or  short-term  (or, in the case of certain
foreign currency options,  futures and forward contracts,  as ordinary income or
loss) of some  capital  gains and  losses  realized  by the Fund.  Additionally,
certain of the Fund's losses on transactions involving options, futures, forward
contracts,  and any  offsetting  or successor  positions in its portfolio may be
deferred  rather than being taken into  account  currently  in  calculating  the
Fund's taxable income or gain.  Certain of such  transactions may also cause the
Fund to dispose of investments sooner than would otherwise have occurred.  These
transactions may therefore affect the amount, timing and character of the Fund's
distributions to  shareholders.  The Fund will take into account the special tax
rules   applicable  to  options,   futures  or  forward   contracts,   including
consideration of available elections, in order to seek to minimize any potential
adverse tax consequences.
    
   
The amount of net realized  capital gains, if any, in any given year will result
from sales of securities or the use of options or futures  contracts made with a
view to the maintenance of a portfolio  believed by the Fund's  management to be
most likely to attain the Fund's objective. Such sales and transactions, and any
resulting gains or losses, may therefore vary considerably from year to year. At
the time of an  investor's  purchase of Fund  shares,  a portion of the purchase
price is often attributable to realized or unrealized appreciation in the Fund's
portfolio or undistributed taxable income of the Fund. Consequently,  subsequent
distributions on those shares from such appreciation or income may be taxable to
such  investor  even if the net asset  value of the  investor's  shares is, as a
result of the distributions,  reduced below the investor's cost for such shares,
and the distributions in reality represent a return of a portion of the purchase
price.
    
   
Upon a redemption  of shares of the Fund  (including by exercise of the exchange
privilege)  a  shareholder  will  ordinarily  realize  a  taxable  gain  or loss
depending  upon the  amount  of the  proceeds  and the  investor's  basis in his
shares.  Such gain or loss will be treated as capital gain or loss if the shares

                                       46

<PAGE>

are  capital  assets  in the  shareholder's  hands  and  will  be  long-term  or
short-term,  depending upon the  shareholder's tax holding period for the shares
and  subject to the  special  rules  described  below.  A sales  charge  paid in
purchasing  Class A shares of the Fund cannot be taken into account for purposes
of determining  gain or loss on the redemption or exchange of such shares within
90 days after their purchase to the extent Class A shares of the Fund or another
John Hancock fund are  subsequently  acquired  without payment of a sales charge
pursuant to the reinvestment or exchange privilege. This disregarded charge will
result  in an  increase  in the  shareholder's  tax  basis in the Class A shares
subsequently  acquired.  Also, any loss realized on a redemption or exchange may
be  disallowed  to the extent the shares  disposed  of are  replaced  with other
shares of the Fund within a period of 61 days beginning 30 daysbefore and ending
30 days after the shares are disposed of, such as pursuant to automatic dividend
reinvestments. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed  loss. Any loss realized upon the redemption of shares
with a tax  holding  period of six months or less will be treated as a long-term
capital loss to the extent of any amounts treated as  distributions of long-term
capital gain with respect to such shares.
    
   
Although its present  intention is to  distribute,  at least  annually,  all net
capital  gain, if any, the Fund reserves the right to retain and reinvest all or
any portion of the excess,  as computed for Federal income tax purposes,  of net
long-term  capital gain over net  short-term  capital loss in any year. The Fund
will not in any event  distribute  net capital gain  realized in any year to the
extent that a capital  loss is carried  forward  from prior years  against  such
gain.  To  the  extent  such  excess  was  retained  and  not  exhausted  by the
carryforward  of prior  years'  capital  losses,  it would be subject to Federal
income tax in the hands of the Fund.  Upon proper  designation of this amount by
the Fund, each  shareholder  would be treated for Federal income tax purposes as
if the Fund had  distributed  to him on the last day of its taxable year his pro
rata share of such excess,  and he had paid his pro rata share of the taxes paid
by the  Fund  and  reinvested  the  remainder  in the  Fund.  Accordingly,  each
shareholder  would (a) include  his pro rata share of such  excess as  long-term
capital  gain income in his return for his taxable year in which the last day of
the Fund's  taxable  year falls,  (b) be entitled  either to a tax credit on his
return for, or to a refund of, his pro rata share of the taxes paid by the Fund,
and (c) be  entitled to increase  the  adjusted  tax basis for his shares in the
Fund by the  difference  between  his pro rata share of such  excess and his pro
rata share of such taxes.
    
   
For Federal  income tax  purposes,  the Fund is permitted to carry forward a net
realized  capital loss in any year to offset net capital gains,  if any,  during
the eight years  following  the year of the loss. To the extent  subsequent  net
capital gains are offset by such losses, they would not result in Federal income
tax liability to the Fund and, as noted above,  would not be distributed as such
to shareholders.  On January 1, 1996, the Fund had no capital loss carryforwards
to offset future net realized capital gains.
    
                                       47

<PAGE>

   
For purposes of the  dividends-received  deduction  available  to  corporations,
dividends received by the Fund from U.S. domestic corporations in respect of any
share of stock held by the Fund, for U.S.  Federal  income tax purposes,  for at
least 46 days (91 days in the case of certain  preferred  stock) and distributed
and  properly  designated  by the Fund may be treated as  qualifying  dividends.
Corporate  shareholders must meet the minimum holding period  requirement stated
above (46 or 91 days) with  respect to their Fund shares in order to qualify for
the deduction  and, if they have any debt that is deemed under the Code directly
attributable to Fund shares,  may be denied a portion of the dividends  received
deduction.  The entire qualifying dividend,  including the  otherwise-deductible
amount, will be included in determining  alternative  minimum tax liability,  if
any.  Additionally,  any corporate  shareholder  should  consult its tax adviser
regarding the possibility  that its tax basis in its shares may be reduced,  for
Federal income tax purposes,  by reason of  "extraordinary  dividends"  received
with  respect to the shares,  for the purpose of  computing  its gain or loss on
redemption or other disposition of the shares.
    
   
The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries with respect to its investments in foreign securities. Tax conventions
between  certain  countries and the U.S. or  deductions  may reduce or eliminate
such taxes in some cases.  Investors  may be entitled to claim U.S.  foreign tax
credits or  deductions  with respect to foreign  income  taxes or certain  other
foreign taxes  ("qualified  foreign taxes"),  subject to certain  provisions and
limitations contained in the Code.  Specifically,  if more than 50% of the value
of the Fund's total assets at the close of any taxable year consists of stock or
securities  of  foreign  corporations,  the Fund may file an  election  with the
Internal  Revenue  Service  pursuant to which  shareholders  of the Fund will be
required  to (i)  include  in  ordinary  gross  income (in  addition  to taxable
dividends  and  distributions  actually  received)  their  pro  rata  shares  of
qualified  foreign  taxes paid by the Fund even though not actually  received by
them, and (ii) treat such  respective pro rata portions as foreign taxes paid by
them.
    
   
If the Fund makes this  election,  shareholders  may then  deduct  such pro rata
portions of qualified  foreign  taxes in computing  their taxable  incomes,  or,
alternatively,   use  them  as  foreign  tax  credits,   subject  to  applicable
limitations,  against their U.S.  Federal income taxes.  Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct  their pro rata  portion  of  qualified  foreign  taxes paid by the Fund,
although  such  shareholders  will be required to include  their  shares of such
taxes in gross  income.  Shareholders  who claim a foreign  tax  credit for such
foreign taxes may be required to treat a portion of dividends  received from the
Fund as a separate  category of income for purposes of computing the limitations
on the foreign tax credit.  Tax-exempt  shareholders will ordinarily not benefit
from  this  election.  Each  year (if any)  that the  Fund  files  the  election
described  above,  its  shareholders  will be notified of the amount of (i) each
shareholder's  pro rata share of  qualified  foreign  taxes paid by the Fund and

                                       48

<PAGE>

(ii) the portion of Fund  dividends  which  represents  income from each foreign
country. If the Fund cannot or does not make this election, the Fund will deduct
the  foreign  taxes it pays in  determining  the  amount  it has  available  for
distribution to shareholders,  and  shareholders  will not include these foreign
taxes in their  income,  nor will  they be  entitled  to any tax  deductions  or
credits with respect to such taxes.
    
   
The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding cash payments.  The mark to
market  rules  applicable  to certain  options,  futures  contracts  and forward
contracts  may also  require  the Fund to  recognize  income  or gain  without a
concurrent  receipt of cash.  However,  the Fund must distribute to shareholders
for each taxable year substantially all of its net income and net capital gains,
including such income or gain, to qualify as a regulated  investment company and
avoid  liability for any federal income or excise tax.  Therefore,  the Fund may
have to dispose of its portfolio securities under disadvantageous  circumstances
to generate  cash,  or may have to leverage  itself by  borrowing  the cash,  to
satisfy these distribution requirements.
    
   
A state  income (and  possibly  local income  and/or  intangible  property)  tax
exemption is generally available to the extent (if any) the Fund's distributions
are derived from interest on (or, in the case of intangibles taxes, the value of
its assets is attributable to) certain U.S. Government obligations,  provided in
some states that  certain  thresholds  for holdings of such  obligations  and/or
reporting  requirements  are  satisfied.  The Fund will not seek to satisfy  any
threshold  or  reporting  requirements  that  may  apply  in  particular  taxing
jurisdictions,  although the Fund may in its sole  discretion  provide  relevant
information to shareholders.
    
   
The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report interest or dividend income.  The Fund may refuse to
accept an application that does not contain any required taxpayer identification

                                       49

<PAGE>

number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.
    
Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement  distributions and certain
prohibited  transactions,  is  accorded  to  accounts  maintained  as  qualified
retirement  plans.  Shareholders  should  consult  their tax  advisers  for more
information.
   
The  foregoing  discussion  relates  solely to U.S.  Federal  income  tax law as
applicable to U.S. persons (i.e.,  U.S.  citizens or residents and U.S. domestic
corporations,  partnerships,  trusts or estates)  subject to tax under such law.
The discussion does not address special tax rules  applicable to certain classes
of investors,  such as tax-exempt entities,  insurance companies,  and financial
institutions.  Dividends, capital gain distributions,  and ownership of or gains
realized on the  redemption  (including  an exchange) of Fund shares may also be
subject to state and local  taxes.  Shareholders  should  consult  their own tax
advisers as to the  Federal,  state or local tax  consequences  of  ownership of
shares of the Fund in their particular circumstances.
    
   
Non-U.S. investors not engaged in a U.S. trade or business with which their Fund
investment is effectively  connected will be subject to U.S.  Federal income tax
treatment that is different from that described  above.  These  investors may be
subject to  non-resident  alien  withholding  tax at the rate of 30% (or a lower
rate under an applicable  tax treaty) on amounts  treated as ordinary  dividends
from the Fund and, unless an effective IRS Form W-8 or authorized substitute for
Form W-8 is on file, to 31% backup  withholding  on certain other  payments from
the Fund.  Non-U.S.  investors should consult their tax advisers  regarding such
treatment and the application of foreign taxes to an investment in the Fund.
    
The Fund is not subject to  Massachusetts  corporate  excise or franchise taxes.
Provided  that the Fund  qualifies as a regulated  investment  company under the
Code, it will also not be required to pay any Massachusetts income tax.
   
CALCULATION OF PERFORMANCE

The  average  annual  total  return on Class A shares of the Fund for the 1 year
ended  February 29, 1996 and from  commencement  of operation on October 1, 1991
was 35.03% and 23.17%, respectively.  The average annual total return on Class B
shares of the Fund for the year ended  February 29, 1996 and since  commencement
of operations on March 7, 1994 was 35.94% and 22.05%, respectively.
    
                                       50

<PAGE>

Total return is computed by finding the average annual compounded rate of return
over the 1 year, 5 year and 10 year periods that would equate the initial amount
invested to the ending redeemable value according to the following formula:

                                     n _____
                                T = \ /ERV/P - 1

   
P =       a hypothetical initial investment of $1,000
T =       average annual total return
n =       number of years
ERV =     ending  redeemable value of a hypothetical  $1,000 investment made at
          the beginning of the 1 year, 5 year, and 10 year periods.
    
   
In the case of Class A or Class B shares,  this calculation  assumes the maximum
sales charge is included in the initial investment or the CDSC is applied at the
end of the period, respectively. This calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.  The "distribution  rate" is determined by annualizing the result of
dividing  the  declared  dividends  of the Fund during the period  stated by the
maximum  offering  price or net asset value at the end of the period.  Excluding
the Fund's sales charge from the distribution rate produces a higher rate.
    
   
In addition to average  annual total returns,  the Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single  investment,  a series of
investments, and/or a series of redemptions, over any time period. Total returns
may be quoted with or without  taking the Fund's  sales charge on Class A shares
or the CDSC on Class B shares into account. Excluding the Fund's sales charge on
Class A shares and the CDSC on Class B shares  from a total  return  calculation
produces a higher total return figure.
    
   
From time to time,  in reports  and  promotional  literature,  the Fund's  total
return will be compared to indices of mutual  funds,  such as Lipper  Analytical
Services,  Inc.'s "Lipper- Mutual Performance  Analysis," a monthly  publication
which tracks net assets and total  return on mutual funds in the United  States.
Ibottson and  Associates,  CDA  Weisenberger  and F.C.  Towers are also used for
comparison purposes as well as the Russell and Wilshire Indices.
    
                                       51

<PAGE>

   
Performance  rankings and ratings  reported  periodically in national  financial
publications  such as MONEY  Magazine,  FORBES,  BUSINESS  WEEK, THE WALL STREET
JOURNAL,  MICROPAL,  INC.,  MORNINGSTAR,  STANGERS,  AND  BARRON'S,  may also be
utilized.
    
The performance of the Fund is not fixed or guaranteed.  Performance  quotations
should not be considered to be  representations  of  performance of the Fund for
any period in the  future.  The  performance  of the Fund is a function  of many
factors  including  its  earnings,  expenses and number of  outstanding  shares.
Fluctuating  market  conditions;  purchases,  sales and  maturities of portfolio
securities;  sales and redemptions of shares of beneficial interest; and changes
in  operating  expenses  are all examples of items that can increase or decrease
the Fund's performance.

BROKERAGE ALLOCATION
   
Decisions  concerning the purchase and sale of portfolio  securities of the Fund
are  made by  officers  of the  Trust  pursuant  to  recommendations  made by an
investment committee of the Adviser, which consists of officers and directors of
the Adviser and officers and Trustees who are  interested  persons of the Trust.
Orders for purchases and sales of securities are placed in a manner,  which,  in
the opinion of the  officers of the Trust,  will offer the best price and market
for the  execution of each such  transaction.  Purchases  from  underwriters  of
portfolio  securities may include a commission or commissions paid by the issuer
and  transactions  with dealers serving as market maker reflect a "spread." Debt
securities are generally  traded on a net basis through dealers acting for their
own account as  principals  and not as brokers;  no  brokerage  commissions  are
payable on such transactions.
    
   
In the U.S. and in some other countries,  debt securities are traded principally
in the  over-the-counter  market on a net basis through dealers acting for their
own  account  and not as  brokers.  In other  countries,  both  debt and  equity
securities  are traded on exchanges at fixed  commission  rates.  Commissions on
foreign  transactions are generally higher than the negotiated  commission rates
available  in the U.S.  There  is  generally  less  government  supervision  and
regulation of foreign stock exchanges and broker-dealers than in the U.S.
    
The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities Dealers,  Inc.
and such other policies as the Trustees may determine,  the Adviser may consider
sales of shares of the Fund as a factor in the  selection of broker-  dealers to
execute the Fund's portfolio transactions.

                                       52

<PAGE>

   
To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of broker and dealers,  and the  negotiation  of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser extent statistical  assistance  furnished to the Adviser, and their value
and expected  contribution to the performance of the Fund. It is not possible to
place a dollar value on information and services to be received from brokers and
dealers,  since it is only supplementary to the research efforts of the Adviser.
The receipt of research  information is not expected to reduce significantly the
expenses of the Adviser.  The research  information and  statistical  assistance
furnished by brokers and dealers may benefit the Life Company or other  advisory
clients of the Adviser, and, conversely,  brokerage commissions and spreads paid
by other advisory clients of the Adviser may result in research  information and
statistical  assistance beneficial to the Fund. The Fund will make no commitment
to allocate portfolio  transactions upon any prescribed basis. While the Adviser
will  be  primarily  responsible  for the  allocation  of the  Fund's  brokerage
business,  the  policies  and  practices  of the  Adviser in this regard must be
consistent  with the foregoing and will at all times be subject to review by the
Trustees.  For the years ended August 31, 1993,  1994,  and 1995,  the Fund paid
negotiated brokerage commissions in the amount of $31,430, $18,059, and $21,243,
respectively.
    
As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker which provides  brokerage and research  services to the Fund
an amount of disclosed  commission  in excess of the  commission  which  another
broker would have  charged for  effecting  that  transaction.  This  practice is
subject  to a good  faith  determination  by the  Trustees  that  such  price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees  may adopt from time to time.  During the fiscal year ended  August 31,
1995,  the Fund did not pay  commissions  as  compensation  to any  brokers  for
research services such as industry, economic and company reviews and evaluations
of securities.
   
The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of John Hancock Distributors, Inc. ("Distributors"), a broker-dealer
and  John  Hancock  Freedom  Securities  Corporation  and its two  broker-dealer
subsidiaries,  Tucker Anthony  Incorporated and Sutro & Company,  Inc. ("Sutro")
(each an "Affiliated Broker"). Pursuant to procedures determined by the Trustees
and consistent with the above policy of obtaining best net results, the Fund may
execute  portfolio  transactions  with or through  Affiliated  Brokers.  For the
fiscal year ended August 31, 1995,  the Fund paid no  commissions  to Affiliated
Brokers.
    
   
Any of the  Affiliated  Brokers  may  act as  broker  for the  Fund on  exchange
transactions,  subject,  however,  to the  general  policy of the Fund set forth
above and the  procedures  adopted by the  Trustees  pursuant to the  Investment
Company  Act.  Commissions  paid to an  Affiliated  Broker  must be at  least as
favorable as those which the Trustees believe to be contemporaneously charged by

                                       53

<PAGE>

other brokers in  connection  with  comparable  transactions  involving  similar
securities  being  purchased or sold. A transaction  would not be placed with an
Affiliated Broker if the Fund would have to pay a commission rate less favorable
than the Affiliated Broker's contemporaneous charges for comparable transactions
for its other most favored, but unaffiliated,  customers except for accounts for
which the Affiliated  Broker acts as clearing broker for another brokerage firm,
and any  customers  of the  Affiliated  Broker  not  comparable  to the  Fund as
determined  by a majority of the  Trustees  who are not  interested  persons (as
defined  in  the  Investment  Company  Act)  of the  Fund,  the  Adviser  or the
Affiliated Broker.  Because the Adviser, which is affiliated with the Affiliated
Brokers,  has, as an investment  adviser to the Fund,  the obligation to provide
investment management services,  which includes elements of research and related
investment  skills,  such  research  and related  skills will not be used by the
Affiliated  Broker as a basis for negotiating  commissions at a rate higher than
that determined in accordance with the above criteria.  The Fund will not effect
principal transactions with Affiliated Brokers. The Fund may, however,  purchase
securities from other members of underwriting syndicates of which Tucker Anthony
or Sutro are members, but only in accordance with the policy set forth above and
procedures adopted and reviewed periodically by the Trustees.
    
   
Brokerage or other transaction costs of the Fund are generally commensurate with
the rate of portfolio  activity.  The portfolio  turnover rates for the Fund for
the fiscal periods ended August 31, 1995 and 1994 were 38% and 52%.
    
   
In order to avoid conflicts with portfolio  trades for the Fund, the Adviser and
the Fund have adopted extensive  restrictions on personal  securities trading by
personnel of the Adviser and its  affiliates.  Some of these  restrictions  are:
pre-clearance  for all  personal  trades  and a ban on the  purchase  of initial
public offerings,  as well as contributions to specified charities of profits on
securities held for less than 91 days. These  restrictions are a continuation of
the basic  principle  that the interests of the Fund and its  shareholders  come
first.
    
TRANSFER AGENT SERVICES
   
John Hancock Investor  Services  Corporation,  ("Investor  Services"),  P.O. Box
9116,  Boston,  MA 02205-9116,  a wholly owned  indirect  subsidiary of the Life
Company,  is the transfer and dividend  paying agent for the Fund. The Fund pays
an annual fee of $16.00 for each Class A shareholder and $18.50 for each Class B
shareholder, plus certain out-of- pocket expenses. These expenses are aggregated
and charged to the Fund and allocated to each class on the basis of the relative
net asset values.
    
                                       54

<PAGE>

CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Trust and State Street Bank and Trust Company,  225 Franklin Street,
Boston,  Massachusetts 02110. Under the custodian  agreement,  State Street Bank
and Trust Company performs custody, portfolio and fund accounting services.

INDEPENDENT AUDITORS

The  independent  accountants of the Fund are Price  Waterhouse LLP, 160 Federal
Street, Boston,  Massachusetts 02110. Price Waterhouse LLP audits and renders an
opinion on the Fund's annual financial  statements and reviews the Fund's annual
Federal income tax return.

















                                       55

<PAGE>

                                   APPENDIX A

                          DESCRIPTION OF BOND RATINGS 1

Moody's Bond Ratings
   
"Bonds  which are rated 'Aaa' are judged to be of the best  quality.  They carry
the smallest  degree of investment  risk and are generally  referred to as 'gilt
edge.' Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.
    
"Bonds which are rated 'Aa' are judged to be of high  quality by all  standards.
Together with the 'Aaa' group they  comprise  what are  generally  known as high
grade  bonds.  They are rated  lower  than the best  bonds  because  margins  of
protection  may  not be as  large  as in  'Aaa'  securities  or  fluctuation  of
protective  elements may be of greater  amplitude or there may be other elements
present  which make the long term risks  appear  somewhat  larger  than in 'Aaa'
securities."

"Bonds which are rated 'A' possess many favorable investment  attributes and are
to be considered as upper medium grade  obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future."

"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."

- ----------
1    As described by the rating companies themselves.

                                       56

<PAGE>

Where no  rating  has been  assigned  or where a rating  has been  suspended  or
withdrawn,  it may be for reasons unrelated to the quality of the issue.  Should
no  rating  be  assigned,  the  reason  may  be one  of  the  following:  (i) an
application  for rating was not received or  accepted;  (ii) the issue or issuer
belongs to a group of securities that are not rated as a matter of policy; (iii)
there is a lack of essential data pertaining to the issue or issuer; or (iv) the
issue was privately placed, in which case the rating is not published in Moody's
publications.

Suspension or withdrawal may occur if new and material  circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date  data to permit a  judgment  to be  formed;  if a bond is
called for redemption; or for other reasons.
   
Standard & Poor's Bond Ratings
    
"AAA. Debt rated 'AAA' has the highest rating by Standard & Poor's.  Capacity to
pay interest and repay principal is extremely strong."

"AA.  Debt rated  'AA' has a very  strong  capacity  to pay  interest  and repay
principal and differs from the higher rated issues only in small degree."

"A. Debt rated 'A' has a strong  capacity to pay  interest  and repay  principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories."

"BBB. Debt rated 'BBB' is regarded as having  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" or "B" is regarded,  on balance,  as predominantly  speculative
with  respect to the  issuer's  capacity to pay  interest  and pay  principal in
accordance with the terms of the obligation. "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 may be outweighed
by large uncertainties or major risk exposures to adverse conditions."
    
Unrated.  This  indicates  that no  rating  has been  requested,  that  there is
insufficient  information  on which to base a rating,  or that Standard & Poor's
does not rate a particular type of obligation as a matter of policy.


                                       57

<PAGE>

                            COMMERCIAL PAPER RATINGS

Moody's Commercial Paper Ratings

Moody's  ratings for commercial  paper are opinions of the ability of issuers to
repay  punctually  promissory  obligations  not having an  original  maturity in
excess of nine months.  Moody's two highest  commercial paper rating  categories
are as follows:

"P-1 -- "Prime-1"  indicates the highest quality repayment capacity of the rated
issues.

"P-2 -- "Prime-2"  indicates that the issuer has a strong capacity for repayment
of short-term promissory obligations. 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."

Standard & Poor's Commercial Paper Ratings

Standard & Poor's  commercial  paper  ratings  are  current  assessments  of the
likelihood  of timely  payment of debts  having an original  maturity of no more
than 365 days.  Standard & Poor's two highest commercial paper rating categories
are as follows:

"A-1 -- This  designation  indicates that the degree of safety  regarding timely
payment is very strong.  Those issues determined to possess  overwhelming safety
characteristics will be denoted with a plus (+) sign designation."

"A-2 -- Capacity for timely  payment on issues with this  designation is strong.
However,  the relative degree of safety is not as high as for issues  designated
A-1."









                                       58
<PAGE>

                                     PART C.

                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits

     (a) The financial  statements listed below are included in and incorporated
by  reference  into Part B of the  Registration  Statement  from the 1995 Annual
Report to Shareholders for the year ended August 31, 1995 (filed  electronically
on  October  25,  1995,  file nos.  811- 4932 and  33-10722;  accession  numbers
0000950135-95-002206,  0000950135-95-002201 and  0000950135-95-002202)  and 1996
Semi-Annual Report to Shareholders for the period ended February 29, 1996 (filed
electronically  on May 8,  1996,  file nos.  811- 4932 and  33-10722;  accession
number 0000928816-96-000126:

     The  exhibits to this  Registration  Statement  are listed in the  Exhibits
Index hereto and are incorporated herein by reference.

Item 25. Persons Controlled by or under Common Control with Registrant

     No person is directly or indirectly  controlled by or under common  control
with Registrant.

Item 26. Number of Holders of Securities

     As of May 31, 1996,  the number of record  holders of shares of  Registrant
was as follows:
<TABLE>
<CAPTION>
                                                                              Number of Record 
                  Series                            Title of Class                 Holders
                  ------                            --------------                 -------
<C>                                                    <C>                            <C>
(Shares of Beneficial Interest, without par value)

John Hancock Pacific Basin Equities Fund                Class A                     10,653
                                                        Class B                      6,034

John Hancock Global Rx Fund                             Class A                      6,551
                                                        Class B                      4,257

John Hancock Global Marketplace Fund                    Class A                      1,236
                                                        Class B                        919
</TABLE>

                                      C-1
<PAGE>



Item 27. Indemnification

     (a) Under Registrant's  Declaration of Trust.  Sections 4.1, 4.2 and 4.3 of
Article VI of the Registrant's Amended and Restated Declaration of Trust provide
for  indemnification  of the  Registrant's  Trustees and Officers  under certain
circumstances.  A copy of the Registrant's  Amended and Restated  Declaration of
Trust is attached as Exhibit 1 to this  Post-Effective  Amendment  No. 18 to the
Registration Statement of the Registrant.

     (b) Under the Distribution Agreement.  Under Section 12 of the Distribution
Agreement,  John  Hancock  Funds,  Inc.  ("John  Hancock  Funds" ) has agreed to
indemnify the  Registrant  and its Trustees,  officers and  controlling  persons
against claims arising out of certain acts and statements of John Hancock Funds.

     Section 9(a) of the By-Laws of the Insurance Company  provides,  in effect,
that the Insurance Company will,  subject to limitations of law,  indemnify each
present  and former  director,  officer  and  employee  of the of the  Insurance
Company who serves as a Trustee or officer of the Registrant at the direction or
request of the Insurance  Company  against  litigation  expenses and liabilities
incurred while acting as such, except that such  indemnification  does not cover
any expense or liability incurred or imposed in connection with any matter as to
which such person shall be finally  adjudicated  not to have acted in good faith
in the  reasonable  belief  that his  action  was in the best  interests  of the
Insurance  Company.  In  addition,  no such  person will be  indemnified  by the
Insurance  Company in respect of any liability or expense incurred in connection
with any matter settled without final adjudication  unless such settlement shall
have been approved as in the best  interests of the Insurance  Company either by
vote of the Board of  Directors at a meeting  composed of directors  who have no
interest  in the  outcome of such  vote,  or by vote of the  policyholders.  The
Insurance  Company may pay expenses  incurred in defending an action or claim in
advance of its final disposition, but only upon receipt of an undertaking by the
person  indemnified  to repay  such  payment  if he should be  determined  to be
entitled to indemnification.

     Article IX of the respective  By-Laws of John Hancock Funds and the Adviser
provide as follows:

"Section  9.01.  Indemnity:  Any person made or threatened to be made a party to
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason  of the fact  that he is or was at any time  since the
inception of the  Corporation a serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  shall be indemnified  by the  Corporation
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding if he acted in good faith and the liability was not
incurred  by reason of gross  negligence  or  reckless  disregard  of the duties
involved in the conduct of his office, and expenses in connection  therewith may
be advanced by the Corporation, all to the full extent authorized by the law."

                                      C-2

<PAGE>

"Section 9.02. Not Exclusive;  Survival of Rights: The indemnification  provided
by Section 9.01 shall not be deemed  exclusive of any other right to which those
indemnified may be entitled, and shall continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such as person."

Insofar as indemnification for liabilities under the Securities Act of 1933 (the
"Act")  may be  permitted  to  Trustees,  officers  and  controlling  persons of
Registrant  pursuant  to the  Registrant's  Amended  and  Restated  Articles  of
Incorporation,  Article  10.1  of the  Registrant's  By-Laws,  The  underwriting
Agreement, the By-Laws of Distributors, the Adviser, or the Insurance Company or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such Trustee,  officer or controlling  person in connection with the
securities  being  registered,  Registrant  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of  appropriate  jurisdiction  the  question  whether  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 28. Business and Other Connections of Investment Advisers

     For information as to the business, profession, vocation or employment of a
substantial  nature of each of the  officers  and  Directors  of the  Investment
Adviser,  reference is made to Forms ADV  (801-8124)  filed under the Investment
Advisers Act of 1940, herein incorporated by reference.

     (b) Subadviser

     Registrant's  subadvisers,  John  Hancock  Advisers  International  Limited
("JHAIL"),  34 Dover Street, WIX 3RA, London, England and Indosuez Asia Advisers
Limited ("Indosuez "), Suite 2606-2608, One Exchange Square, Central, Hong Kong,
also acts as investment adviser to other Investment Company clients. Information
pertaining  to the  officers  and  directors  of JHAIL  and  Indosuez  and their
affiliations  is set  forth in the Form ADV of  JHAIL  (File  No.  801-29498)and
Indosuez (File No. 801-45773 which are hereby incorporated by reference.

     (a) The Registrant's  sole principal  underwriter is JH Funds,  Inc., which
     also acts as principal  underwriter for the following investment companies:
     John Hancock  Institutional Series Trust, John Hancock Capital Series, John
     Hancock Sovereign Bond Fund, John Hancock  Sovereign  Investors Fund, Inc.,
     John Hancock Special  Equities Fund, John Hancock  Strategic  Series,  John
     Hancock Tax-Exempt Series Fund, John Hancock Technology Series,  Inc., John
     Hancock  Limited Term  Government  Fund,  John Hancock World Fund,  Freedom

                                      C-3

<PAGE>

     Investment  Trust,  Freedom  Investment Trust II, Freedom  Investment Trust
     III, John Hancock Bond Fund, John Hancock California  Tax-Free Income Fund,
     John Hancock  Cash  Reserve,  Inc.,  John Hancock  Current  Interest,  John
     Hancock  Investment  Trust,  John  Hancock  Series,  Inc.  and John Hancock
     Tax-Free Bond Fund.

     (b) The following  table lists,  for each director and officer of JH Funds,
     Inc., the information indicated.

<TABLE>
<CAPTION>

       Name and Principal                Positions and Offices               Positions and Offices
        Business Address                    with Underwriter                    with Registrant
        ----------------                    ----------------                    ---------------
<S>                                               <C>                                <C>
Edward J. Boudreau, Jr.            Director, Chairman, President and      Trustee, Chairman and Chief
101 Huntington Avenue                   Chief Executive Officer                Executive Officer
Boston, Massachusetts

Robert H. Watts                         Director, Executive Vice                      None
John Hancock Place                   President and Chief Compliance
P.O. Box 111                                    Officer
Boston, Massachusetts

Robert G. Freedman                              Director                       Chairman and Chief
101 Huntington Avenue                                                          Investment Officer
Boston, Massachusetts

Stephen M. Blair                        Executive Vice President                      None
101 Huntington Avenue
Boston, Massachusetts

Thomas H. Drohan                         Senior Vice President             Senior Vice President and
101 Huntington Avenue                                                              Secretary
Boston, Massachusetts

James W. McLaughlin                      Senior Vice President                        None
101 Huntington Avenue                             and
Boston, Massachusetts                   Chief Financial Officer

David A. King                                   Director                              None
101 Huntington Avenue
Boston, Massachusetts

James B. Little                          Senior Vice President             Senior Vice President and
101 Huntington Avenue                                                       Chief Financial Officer
Boston, Massachusetts

                                      C-4
<PAGE>

       Name and Principal                Positions and Offices               Positions and Offices
        Business Address                    with Underwriter                    with Registrant
        ----------------                    ----------------                    ---------------

William S. Nichols                       Senior Vice President                        None
101 Huntington Avenue
Boston, Massachusetts

John A. Morin                        Vice President and Secretary              Vice President
101 Huntington Avenue
Boston, Massachusetts

Susan S. Newton                             Vice President                     Vice President
101 Huntington Avenue                                                      and Compliance Officer
Boston, Massachusetts

Christopher M. Meyer                   Second Vice President and                    None
101 Huntington Avenue                          Treasurer
Boston, Massachusetts

Stephen L. Brown                               Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Thomas E. Moloney                              Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Jeanne M. Livermore                            Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Richard S. Scipione                            Director                            Trustee
John Hancock Place
P.O. Box 111
Boston, Massachusetts

John Goldsmith                                 Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

                                      C-5

<PAGE>

Richard O. Hansen                              Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

John M. DeCiccio                               Director                              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Foster  L. Aborn                               Director                              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

David F. D'Alessandro                          Director                              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

William C. Fletcher                            Director                              None
53 State Street
Boston, Massachusetts

James V. Bowhers                       Executive Vice President                      None
101 Huntington avenue
Boston, Massachusetts

Michael T. Carpenter                     Senior Vice President                       None
1000 Louisiana Street
Houston, Texas

Anthony P. Petrucci                      Senior Vice President                       None
101 Huntington Avenue
Boston, Massachusetts

Charles H. Womack                        Senior Vice President                       None
6501 Americas Parkway
Suite 950
Albuquerque, New Mexico

Keith Harstein                              Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

                                      C-6

<PAGE>

Griselda Lyman                              Vice President                           None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>

     (c) None.

Item 30. Location of Accounts and Records

     The Registrant  maintains the records required to be maintained by it under
     Rules 31a-1 (a), 31a-1(b), and 31a-2(a) under the Investment Company Act of
     1940 at its principal  executive offices at 101 Huntington  Avenue,  Boston
     Massachusetts  02199-7603.  Certain records,  including records relating to
     Registrant's  shareholders  and the physical  possession of its securities,
     may  be  maintained   pursuant  to  Rule  31a-3  at  the  main  offices  of
     Registrant's Transfer Agent and Custodian.

Item 31. Management Services

     Not applicable.

Item 32. Undertakings

     (a) Not applicable

     (b) Not applicable

     (c)  Registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
     prospectus  with respect to a series of the  Registrant is delivered with a
     copy of the  latest  annual  report to  shareholders  with  respect to that
     series upon request and without charge.

Item 30. Location of Accounts and Records

Registrant  maintains  the records  required to be  maintained by it under Rules
31a-1 (a),  31a-a(b),  and 31a-2(a) under the Investment  Company Act of 1940 as
its principal executive offices at 101 Huntington Avenue,  Boston  Massachusetts
02199-7603.   Certain  records,   including  records  relating  to  Registrant's
shareholders  and the physical  possession of its securities,  may be maintained
pursuant to Rule 31a-3 at the main  office of  Registrant's  Transfer  Agent and
Custodian.

Item 31. Management Services

     Not applicable.

Item 32. Undertakings

     (a) Not applicable.

     (b) Not applicable

                                      C-7

<PAGE>

     (c) The  Registrant on behalf of each of its each of its series  undertakes
     to furnish  each person to whom a prospectus  is  delivered  with a copy of
     such  series'  annual  report to  shareholders,  upon  request  and without
     charge.





















                                      C-8
<PAGE>



                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940 the registrant has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of Boston, and the Commonwealth of Massachusetts on the
26th day of June, 1996.

                                                  JOHN HANCOCK WORLD FUND

                                                  By: __________________________
                                                      Edward J. Boudreau, Jr.*
                                                      Chairman

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
Registration  has been signed below by the following  persons in the  capacities
and on the dates indicated.
<TABLE>
<CAPTION>
             Signature                           Title                              Date
             ---------                           -----                              ----
<S>                                     <C>                                          <C>
________________________                Chairman
Edward J. Boudreau, Jr.*                (Principal Executive Officer)


/s/ James B. Little                     Senior Vice President and Chief         June 26, 1996
- ------------------------                Financial Officer (Principal     
James B. Little                         Financial and Accounting Officer)       
                                                                               

________________________                Trustee
Dennis S. Aronowitz*

________________________                Trustee
Richard P. Chapman, Jr.*

________________________                Trustee
William J. Cosgrove*

________________________                Trustee
Gail D. Fosler*

________________________                Trustee
Anne C. Hodsdon*

________________________                Trustee
Richard S. Scipione*

________________________                Trustee
Edward J. Spellman

/s/ Thomas H. Drohan
- --------------------                                                            June 26, 1996
Thomas H. Drohan
(Attorney-in-Fact)
</TABLE>

                                      C-9
<PAGE>

                                    EXHIBIT INDEX
                                          
            
Exhibit No.                        Description                  
            
99.B1              Declaration of Trust of Registrant as amended and 
                   restated February 8, 1994.*

99.B1.1            Establishment and Designation of Class A Shares, Class 
                   B Shares and Class C Shares of Beneficial Interest of John 
                   Hancock Pacific Basin Equities Fund and Class A Shares and 
                   Class B Shares for John Hancock Global Rx Fund dated   
                   February 8, 1994.*

99.B1.2            Establishment and Designation of Class A Shares and 
                   Class B Shares of Beneficial Interest of John Hancock 
                   Global Retail Fund dated September 27, 1994.*

99.B1.3            Abolition of Class C Shares of Beneficial Interest of 
                   John Hancock Pacific Basin Equities Fund dated May 1, 1995.*

99.B1.4            Instrument Changing Names of Series of Shares of the 
                   Trust dated September 27, 1994.*

99.B1.5            Written Consent of Sole Shareholder of John Hancock 
                   Global Retail Fund dated September 28, 1994.*

99.B1.6            Instrument Changing Names of Series of Shares of the Trust
                   dated December 12, 1995.*
 
99.B2              By-Laws as adopted on February 8, 1994.*

99.B2.1            Amendment to By-Laws dated December 19, 1994.*

99.B3              None

99.B4              Specimen share certificate for the John Hancock Pacific 
                   Basin Equities Fund Classes A and B.*

99.B4.1            Specimen share certificate for the John Hancock Global 
                   Rx Fund Classes A and B.*

99.B5              Investment Management Contract between Registrant and 
                   John Hancock Advisers, Inc. May 5, 1987.*

99.B5.1            Amendment to Investment Management Contract dated 
                   December 19, 1989.*

<PAGE>
 
Exhibit No.                        Description                  

99.B5.2             Investment Management Contract between John Hancock 
                    Global Rx Fund and John Hancock Advisers, Inc. dated 
                    June 24, 1991.*

99.B5.3             Investment Management Contract between John Hancock 
                    Global Retail Fund and John Hancock Advisers, Inc. dated 
                    September 28, 1994.*

99.B5.4             Sub-Investment Management Contract between Registrant, 
                    John Hancock Advisers and John Hancock*

99.B5.5             Sub-Advisory Agreement between John Hancock Advisers, 
                    Inc. and Indosuez Asia Advisers, Limited dated 
                    September 1, 1994.*

99.B6               Distribution Agreement with Registrant and John Hancock 
                    Broker Distribution Services, Inc. dated August 1, 1991.*

99.B6.1             Amendment to Distribution Services Agreement with John 
                    Hancock Global Rx and John Hancock Broker Services, Inc. 
                    dated October 1, 1991.*

99.B6.2             Amendment to Distribution Services Agreement with John 
                    Hancock Global Retail and John Hancock Broker Services, Inc.
                    dated September 30, 1994.*

99.B6.3             Form of Soliciting Dealer Agreement between John Hancock 
                    Broker Distribution Services, Inc. and Selected Dealers.*

99.B7               None

99.B8               Master Custodian Agreement between Registrant and State 
                    Street Bank & Trust Company.*

99.B8.1             Amendment to Master Custodian Agreement between John 
                    Hancock Global Retail Fund dated September 28, 1994.*

99.B8.2             Amendment to Master Custodian Agreement.*

99.B9               Transfer Agency and Service Agreement between Registrant 
                    and John Hancock Fund Services, Inc. dated January 1, 1991.*

99.B9.1             Amendment to Transfer Agency and Service Agreement 
                    between John Hancock Global Rx Fund and John Hancock Fund 
                    Services, Inc. dated June 24, 1991.*

99.B9.2             Amendment to Transfer Agency and Service Agreement 
                    between John Hancock Global Retail Fund and John Hancock 
                    Fund Services, Inc. dated September 28, 1994.*

99.B9.3             Accounting and Legal Services Agreement between John Hancock
                    Advisers, Inc. and Registrant as of January 1, 1996.+

<PAGE>

Exhibit No.                        Description                  

99.B10             None

99.B11             Consent of Price Waterhouse LLP.+

99.B12             Not applicable.

99.B13             Subscription Agreement between Registrant and John 
                   Hancock Advisers, Inc.*

99.B14             None

99.B15             Class A Distribution Plan between John Hancock Global 
                   Retail Fund and John Hancock Funds, Inc.*

99.B15.1           Class B Distribution Plan between John Hancock Global 
                   Retail Fund and John Hancock Funds, Inc.*

99.B15.2           Class A Distribution Plan between John Hancock Global 
                   Rx Fund and John Hancock Funds, Inc.*

99.B15.3           Class A Distribution Plan between John Hancock Pacific 
                   Basin Equities Fund and John Hancock Funds, Inc.*

99.B15.4           Class B Distribution Plan between John Hancock Pacific 
                   Basin Equities Fund and John Hancock Funds, Inc.*

99.B15.5           Class B Distribution Plan between John Hancock Global 
                   Rx Fund and John Hancock Funds, Inc.*

99.B16             Schedule for Computation of Total Return.*

99.B17             Powers of Attorney.*

27.1A              Pacific Basin
27.1B              Pacific Basin
27.2A              Global Rx
27.2B              Global Rx
27.3A              Global Marketplace
27.4A              Pacific Basin - Semi
27.4B              Pacific Basin - Semi
27.5A              Global Rx - Semi
27.5B              Global Rx - Semi
27.6A              Global Marketplace - Semi
27.6B              Global Marketplace - Semi
            

*    Previously filed  electronically  with  post-effective  amendment number 18
     (file nos.  811-4932  and  33-10722) on December , 1995,  accession  number
     0000950135-95-002745.

+    Filed herewith.



                                                                      Exhibit 9c




                                                           As of January 1, 1996

                      ACCOUNTING & LEGAL SERVICES AGREEMENT


John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts  02199

Dear Sir:

The John Hancock  Funds listed on Schedule A (the  "Funds")  have  selected John
Hancock Advisers,  Inc. (the  "Administrator") to provide certain accounting and
legal services for the Funds, as more fully set forth below, and you are willing
to provide such services under the terms and conditions  hereinafter  set forth.
Accordingly, the Funds agree with you as follows:

1.   Services.   Subject   to  the   general   supervision   of  the   Board  of
     Trustees/Directors  of the Funds, you will provide certain tax,  accounting
     and legal services (the  "Services") to the Funds.  You will, to the extent
     such  services  are not  required  to be  performed  by you  pursuant to an
     investment advisory agreement, provide:

     (A)  such tax, accounting,  recordkeeping and financial management services
          and  functions as are  reasonably  necessary for the operation of each
          Fund.  Such  services  shall  include,  but shall not be  limited  to,
          supervision,   review  and/or   preparation  and  maintenance  of  the
          following books, records and other documents:  (1) journals containing
          daily  itemized  records of all purchases and sales,  and receipts and
          deliveries of securities  and all receipts and  disbursements  of cash
          and all  other  debits  and  credits,  in the  form  required  by Rule
          31a-1(b)  (1)  under  the  Act;  (2)  general  and  auxiliary  ledgers
          reflecting all asset, liability,  reserve, capital, income and expense
          accounts,  in the form required by Rules 31a-1(b) (2) (i)-(iii)  under
          the Act; (3) a securities record or ledger  reflecting  separately for
          each  portfolio  security  as of trade  date all  "long"  and  "short"
          positions  carried by each Fund for the account of the Funds,  if any,
          and showing the location of all  securities  long and the  off-setting
          position  to all  securities  short,  in the  form  required  by  Rule
          31a-1(b) (3) under the Act; (4) a record of all portfolio purchases or
          sales,  in the form required by Rule 31a-1(b) (6) under the Act; (5) a
          record of all puts, calls,  spreads,  straddles and all other options,
          if any, in which any Fund has any direct or indirect interest or which
          the Funds have  granted or  guaranteed,  in the form  required by Rule
          31a-1(b)  (7)  under  the  Act;  (6) a  record  of the  proof of money
          balances in all ledger accounts maintained pursuant to this Agreement,
          in the form  required by Rule  31a-1(b)  (8) under the Act;  (7) price
          make-up  sheets and such  records  as are  necessary  to  reflect  the
          determination  of each Funds' net asset value; and (8) arrange for, or
          participate  in (a) the  preparation  for the Fund of all required tax
          returns,  (b) the  preparation  and  submission of reports to existing
          shareholders  and (c) the  preparation  of  financial  data or reports
          required  by  the  Securities   and  Exchange   Commission  and  other
          regulatory authorities;

<PAGE>

     (B)  certain legal services as are  reasonably  necessary for the operation
          of each Funds.  Such services shall include,  but shall not be limited
          to; (1) maintenance of each Fund's registration  statement and federal
          and state registrations;  (2) preparation of certain notices and proxy
          materials  furnished to shareholders of the Funds;  (3) preparation of
          periodic  reports of each Fund to  regulatory  authorities,  including
          Form N-SAR and Rule 24f-2 legal opinions; (4) preparation of materials
          in connection with meetings of the Board of  Trustees/Directors of the
          Funds;  (5)  preparation  of written  contracts,  distribution  plans,
          compliance  procedures,  corporate and trust documents and other legal
          documents;  (6) research advice and consultation  about certain legal,
          regulatory and compliance  issues,  (7) supervision,  coordination and
          evaluation of certain services provided by outside counsel.

     (C)  provide the Funds with staff and personnel to perform such accounting,
          bookkeeping  and  legal  services  as  are  reasonably   necessary  to
          effectively  service the Fund.  Without limiting the generality of the
          foregoing,  such  staff  and  personnel  shall be  deemed  to  include
          officers  of the  Administrator,  and persons  employed  or  otherwise
          retained by the Administrator to provide or assist in providing of the
          services to the Fund.

     (D)  maintain all books and records relating to the foregoing services; and

     (E)  provide  the  Funds  with  all  office   facilities  to  perform  tax,
          accounting and legal services under this Agreement.

2.   Compensation   of  the   Administrator   The  Funds  shall   reimburse  the
     Administrator  for:  (1) a  portion  of  the  compensation,  including  all
     benefits,  of officers and  employees of the  Administrator  based upon the
     amount of time that such persons  actually  spend in providing or assisting
     in providing the Services to the Funds (including necessary supervision and
     review);  and (2) such other direct and indirect expenses,  including,  but
     not limited to, those listed in paragraph (1) above,  incurred on behalf of
     the Fund that are associated with the providing of the Services and (3) 10%
     of the reimbursement amount. In no event, however, shall such reimbursement
     exceed  levels  that are  fair and  reasonable  in light of the  usual  and
     customary  charges  made by others  for  services  of the same  nature  and
     quality.  Compensation  under this  Agreement  shall be calculated and paid
     monthly in a arrears.

3.   No Partnership  or Joint Venture.  The Funds and you are not partners of or
     joint  ventures with each other and nothing herein shall be construed so as
     to make you such  partners or joint  venturers  or impose any  liability as
     such on any of you.

4.   Limitation of Liability of the  Administrator.  You shall not be liable for
     any error of  judgment  or mistake of law or for any loss  suffered  by the
     Funds in  connection  with the  matters  to which this  Agreement  relates,
     except  a loss  resulting  from  willful  misfeasance,  bad  faith or gross
     negligence on your part in the  performance of your duties or from reckless
     disregard by you of your  obligations and duties under this Agreement.  Any
     person,  even though also employed by you, who may be or become an employee
     of and paid by the Funds shall be deemed,  when acting  within the scope of
     his or her employment by the Funds, to be acting in such employment  solely
     for the Funds and not as your employee or agent.

<PAGE>

5.   Duration and Termination of this Agreement.  This Agreement shall remain in
     force until the second  anniversary  of the date upon which this  Agreement
     was executed by the parties hereto,  and from year to year thereafter,  but
     only so long as such continuance is specifically approved at least annually
     by a majority of the  Trustees/Directors.  This  Agreement may, on 60 days'
     written  notice,  be  terminated  at any time  without  the  payment of any
     penalty by the Funds by vote of a majority of the Trustees/Directors, or by
     you.  This  Agreement  shall  automatically  terminate  in the event of its
     assignment.

6.   Amendment of this Agreement. No provision of this Agreement may be changed,
     waived,  discharged  or  terminated  orally,  but only by an  instrument in
     writing signed by the party against which enforcement of the change, waiver
     or termination is sought.

7.   Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with  the laws of The  Commonwealth  of  Massachusetts  without
     regard to the choice of law provisions thereof.

8.   Miscellaneous.  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.  A copy of the  Declaration  of  Trust  of each  Fund
     organized as Massachusetts business trusts is on file with the Secretary of
     State of the  Commonwealth of  Massachusetts.  The obligations of each such
     Fund are not  personally  binding  upon,  nor  shall  resort  be had to the
     private property of, any of the Trustees, shareholders, officers, employees
     or agents of the Fund, but only the Fund's property shall be bound.

                                             Yours very truly,

                                             JOHN HANCOCK FUNDS (See Schedule A)

                                             By:  /s/ James B. Little
                                             James B. Little
                                             Senior Vice President


The foregoing contract is
hereby agreed to as of the
date hereof.

JOHN HANCOCK ADVISERS, INC.

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

<PAGE>
                                                                 January 1, 1996
SCHEDULE A
John Hancock Capital Series
 - John Hancock Growth Fund
 - John Hancock Special Value Fund
John Hancock Limited Term Government Fund 
John Hancock  Sovereign Bond Fund John
Hancock Sovereign Investors Fund, Inc.
 - John Hancock Sovereign Investors Fund
 - John Hancock Sovereign Balanced Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
 - John Hancock Independence Diversified Core Equity Fund
 - John Hancock Strategic Income Fund
 - John Hancock Utilities Fund
John Hancock Tax-Exempt Income Fund
John Hancock World Fund
 - John Hancock Pacific Basin Equities Fund
 - John Hancock Global Rx Fund
 - John Hancock Global Marketplace Fund
John Hancock Cash Reserve, Inc.
John Hancock Series, Inc.
 - John Hancock Emerging Growth Fund 
 - John Hancock Global Resources Fund 
 - John Hancock  Government  Income  Fund 
 - John  Hancock  High  Yield Bond Fund 
 - John Hancock High Yield Tax-Free Fund 
 - John Hancock Money Market Fund
John Hancock  Institutional  Series Trust 
 - John Hancock Active Bond Fund 
 - John Hancock Dividend  Performers Fund 
 - John Hancock  Fundamental Value Fund 
 - John Hancock  Global  Bond  Fund 
 - John  Hancock  International  Equity  Fund 
 - John Hancock  Multi-Sector  Growth Fund
 - John Hancock Small  Capitalization  Equity Fund
 - John Hancock Independence Diversified Core Equity Fund II
 - John Hancock Independence Value Fund
 - John Hancock Independence Balanced Fund
 - John Hancock Independence Medium Capitalization Fund
 - John Hancock Independence Growth Fund
John Hancock Declartion Trust
 - John Hancock V.A. 500 Index Fund
 - John Hancock V.A. Discovery Fund
 - John Hancock V.A. Diversified Core Equity Fund
 - John Hancock V.A. Emerging Equities Fund
 - John Hancock V.A. Global Income Fund
 - John Hancock V.A. International Fund
 - John Hancock V.A. Money Market Fund
 - John Hancock V.A. Sovereign Bond Fund
 - John Hancock V.A. Strategic Income Fund
 - John Hancokc V.A. Sovereign Investors Fund



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby  consent to the  incorporation  by  reference  in the  Prospectus  and
Statements of Additional  Information  constituting parts of this Post Effective
Amendment No. 19 to the Registration  Statement on Form N-1A (the  "Registration
Statement")  of our reports  dated  October 17, 1995,  relating to the financial
statements  and  financial  highlights  appearing  in the August 31, 1995 Annual
Reports to  Shareholders of the John Hancock Global  Marketplace  Fund (formerly
John Hancock  Global Retail Fund),  John Hancock Global Rx Fund and John Hancock
Pacific Basin Equities Fund (the  "Funds"),  each a series of John Hancock World
Fund, which financial  statements and financial highlights are also incorporated
by reference into the Registration  Statement. We also consent to the references
to us under the headings "Independent  Auditors" in such Statement of Additional
Information and under the headings "Financial Highlights" in such Prospectus.



/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 24, 1996

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK PACIFIC BASIN
EQUITIES FUND - CLASS A FOR THE 12 MONTHS ENDED AUGUST 31, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<SERIES>
   <NUMBER> 021
   <NAME> JOHN HANCOCK PACIFIC BASIN EQUITIES FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-START>                             SEP-01-1994
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                       47,716,553
<INVESTMENTS-AT-VALUE>                      49,490,664
<RECEIVABLES>                                  626,508
<ASSETS-OTHER>                               2,349,665
<OTHER-ITEMS-ASSETS>                         1,506,176
<TOTAL-ASSETS>                              52,198,902
<PAYABLE-FOR-SECURITIES>                       103,467
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      310,546
<TOTAL-LIABILITIES>                            414,013
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    50,963,701
<SHARES-COMMON-STOCK>                        2,651,955
<SHARES-COMMON-PRIOR>                        3,164,499
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (684,988)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,506,176
<NET-ASSETS>                                51,784,889
<DIVIDEND-INCOME>                            1,046,882
<INTEREST-INCOME>                              117,947
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,191,553
<NET-INVESTMENT-INCOME>                       (26,724)
<REALIZED-GAINS-CURRENT>                     (808,993)
<APPREC-INCREASE-CURRENT>                  (3,796,418)
<NET-CHANGE-FROM-OPS>                      (4,632,135)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                   (1,615,390)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,831,046
<NUMBER-OF-SHARES-REDEEMED>                  2,455,590
<SHARES-REINVESTED>                            112,000
<NET-CHANGE-IN-ASSETS>                     (7,956,089)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    2,089,045
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          430,725
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,191,553
<AVERAGE-NET-ASSETS>                        41,468,203
<PER-SHARE-NAV-BEGIN>                            15.88
<PER-SHARE-NII>                                   0.02
<PER-SHARE-GAIN-APPREC>                         (1.24)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                       (0.55)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.11
<EXPENSE-RATIO>                                   2.05
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK PACIFIC BASIN
EQUITIES FUND - CLASS B FOR THE 12 MONTHS ENDED AUGUST, 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<SERIES>
   <NUMBER> 22
   <NAME> JOHN HANCOCK PACIFIC BASIN EQUITIES FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-START>                             SEP-01-1994
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                       47,716,553
<INVESTMENTS-AT-VALUE>                      49,409,664
<RECEIVABLES>                                  626,508
<ASSETS-OTHER>                               2,349,665
<OTHER-ITEMS-ASSETS>                         1,506,176
<TOTAL-ASSETS>                              52,198,902
<PAYABLE-FOR-SECURITIES>                       103,467
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      310,546
<TOTAL-LIABILITIES>                            414,013
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    50,963,701
<SHARES-COMMON-STOCK>                        1,029,129
<SHARES-COMMON-PRIOR>                          598,543
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (684,988)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,506,176
<NET-ASSETS>                                51,784,889
<DIVIDEND-INCOME>                            1,046,882
<INTEREST-INCOME>                              117,947
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,191,553
<NET-INVESTMENT-INCOME>                       (26,724)
<REALIZED-GAINS-CURRENT>                     (808,993)
<APPREC-INCREASE-CURRENT>                  (3,796,418)
<NET-CHANGE-FROM-OPS>                      (4,632,135)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                     (485,450)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,880,511
<NUMBER-OF-SHARES-REDEEMED>                  1,481,266
<SHARES-REINVESTED>                             31,341
<NET-CHANGE-IN-ASSETS>                     (7,956,089)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    2,089,045
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          430,725
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,191,553
<AVERAGE-NET-ASSETS>                        12,372,452
<PER-SHARE-NAV-BEGIN>                            15.84
<PER-SHARE-NII>                                 (0.09)
<PER-SHARE-GAIN-APPREC>                         (1.24)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                       (0.55)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.96
<EXPENSE-RATIO>                                   2.77
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK GLOBAL RX FUND -
CLASS A FOR THE 12 MONTHS ENDED AUGUST 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<SERIES>
   <NUMBER> 031
   <NAME> JOHN HANCOCK GLOBAL RX FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-START>                             SEP-01-1994
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                       20,345,894
<INVESTMENTS-AT-VALUE>                      30,819,795
<RECEIVABLES>                                  100,278
<ASSETS-OTHER>                                   9,023
<OTHER-ITEMS-ASSETS>                        10,473,960
<TOTAL-ASSETS>                              30,929,155
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      201,674
<TOTAL-LIABILITIES>                            201,674
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    19,998,374
<SHARES-COMMON-STOCK>                        1,128,895
<SHARES-COMMON-PRIOR>                        1,128,943
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        255,147
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    10,473,960
<NET-ASSETS>                                30,727,481
<DIVIDEND-INCOME>                               55,919
<INTEREST-INCOME>                               77,520
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 639,446
<NET-INVESTMENT-INCOME>                      (506,007)
<REALIZED-GAINS-CURRENT>                     1,224,533
<APPREC-INCREASE-CURRENT>                    5,931,154
<NET-CHANGE-FROM-OPS>                        6,649,680
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        517,942
<NUMBER-OF-SHARES-REDEEMED>                    517,990
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      11,013,873
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (976,417)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          190,775
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                        20,477,666
<PER-SHARE-NAV-BEGIN>                            16.51
<PER-SHARE-NII>                                 (0.36)
<PER-SHARE-GAIN-APPREC>                           5.46
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              21.61
<EXPENSE-RATIO>                                   2.56
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK GLOBAL RX FUND -
CLASS B FOR THE 12 MONTHS ENDED AUGUST 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<SERIES>
   <NUMBER> 032
   <NAME> JOHN HANCOCK GLOBAL RX FUND - CLASS B 
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-START>                             SEP-01-1994
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                       20,345,894
<INVESTMENTS-AT-VALUE>                      30,819,795
<RECEIVABLES>                                  100,278
<ASSETS-OTHER>                                   9,023
<OTHER-ITEMS-ASSETS>                        10,473,960
<TOTAL-ASSETS>                              30,929,155
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      201,674
<TOTAL-LIABILITIES>                            201,674
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    19,998,374
<SHARES-COMMON-STOCK>                          296,602
<SHARES-COMMON-PRIOR>                           65,046
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        255,147
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    10,473,960
<NET-ASSETS>                                30,727,481
<DIVIDEND-INCOME>                               55,919
<INTEREST-INCOME>                               77,520
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 639,446
<NET-INVESTMENT-INCOME>                      (506,007)
<REALIZED-GAINS-CURRENT>                     1,224,533
<APPREC-INCREASE-CURRENT>                    5,931,154
<NET-CHANGE-FROM-OPS>                        6,649,680
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        451,492
<NUMBER-OF-SHARES-REDEEMED>                    219,936
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      11,013,873
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (976,417)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          190,775
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                         3,369,184
<PER-SHARE-NAV-BEGIN>                            16.46
<PER-SHARE-NII>                                 (0.55)
<PER-SHARE-GAIN-APPREC>                           5.44
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              21.35
<EXPENSE-RATIO>                                   3.45
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK GLOBAL RETAIL FUND
FOR THE 12 MONTHS ENDED AUGUST 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<SERIES>
   <NUMBER> 041
   <NAME> JOHN HANCOCK GLOBAL RETAIL FUND
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-START>                             SEP-29-1994
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                          517,045
<INVESTMENTS-AT-VALUE>                         715,152
<RECEIVABLES>                                   53,344
<ASSETS-OTHER>                                   6,012
<OTHER-ITEMS-ASSETS>                           198,103
<TOTAL-ASSETS>                                 774,504
<PAYABLE-FOR-SECURITIES>                        10,004
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       52,900
<TOTAL-LIABILITIES>                             62,904
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       525,920
<SHARES-COMMON-STOCK>                           61,946
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (12,423)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       198,103
<NET-ASSETS>                                   711,600
<DIVIDEND-INCOME>                                2,773
<INTEREST-INCOME>                                5,433
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   7,885
<NET-INVESTMENT-INCOME>                            321
<REALIZED-GAINS-CURRENT>                      (12,743)
<APPREC-INCREASE-CURRENT>                      198,103
<NET-CHANGE-FROM-OPS>                          185,681
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          803
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                              844
<NUMBER-OF-SHARES-SOLD>                          4,064
<NUMBER-OF-SHARES-REDEEMED>                        947
<SHARES-REINVESTED>                                  5
<NET-CHANGE-IN-ASSETS>                         711,600
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            4,205
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 47,331
<AVERAGE-NET-ASSETS>                           543,428
<PER-SHARE-NAV-BEGIN>                             8.50
<PER-SHARE-NII>                                   0.01
<PER-SHARE-GAIN-APPREC>                           3.01
<PER-SHARE-DIVIDEND>                              0.01
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                              0.02
<PER-SHARE-NAV-END>                              11.49
<EXPENSE-RATIO>                                   1.50
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6

<SERIES>
   <NUMBER> 021
   <NAME> JOHN HANCOCK PACIFIC BASIN EQUITIES FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               FEB-29-1996
<INVESTMENTS-AT-COST>                       64,179,369
<INVESTMENTS-AT-VALUE>                      71,475,839
<RECEIVABLES>                                  935,481
<ASSETS-OTHER>                               2,057,284
<OTHER-ITEMS-ASSETS>                         7,102,809
<TOTAL-ASSETS>                              74,274,943
<PAYABLE-FOR-SECURITIES>                       324,753
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      499,983
<TOTAL-LIABILITIES>                            499,983
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    68,149,342
<SHARES-COMMON-STOCK>                        2,829,926
<SHARES-COMMON-PRIOR>                        2,651,955
<ACCUMULATED-NII-CURRENT>                    (158,143)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (1,643,801)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     7,102,809
<NET-ASSETS>                                73,450,207
<DIVIDEND-INCOME>                              447,660
<INTEREST-INCOME>                               66,440
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 672,243
<NET-INVESTMENT-INCOME>                      (158,143)
<REALIZED-GAINS-CURRENT>                     (958,813)
<APPREC-INCREASE-CURRENT>                    5,596,633
<NET-CHANGE-FROM-OPS>                        4,479,677
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,737,514
<NUMBER-OF-SHARES-REDEEMED>                  2,559,543
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      21,665,318
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (684,988)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          228,553
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                672,243
<AVERAGE-NET-ASSETS>                        39,033,829
<PER-SHARE-NAV-BEGIN>                            14.11
<PER-SHARE-NII>                                 (0.02)
<PER-SHARE-GAIN-APPREC>                           1.12
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.21
<EXPENSE-RATIO>                                   2.12
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 022
   <NAME> JOHN HANCOCK PACIFIC BASIN EQUITIES FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               FEB-29-1996
<INVESTMENTS-AT-COST>                       64,179,369
<INVESTMENTS-AT-VALUE>                      71,475,839
<RECEIVABLES>                                  935,481
<ASSETS-OTHER>                               2,057,284
<OTHER-ITEMS-ASSETS>                         7,102,809
<TOTAL-ASSETS>                              74,274,943
<PAYABLE-FOR-SECURITIES>                       324,753
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      499,983
<TOTAL-LIABILITIES>                            499,983
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    68,149,342
<SHARES-COMMON-STOCK>                        2,026,664
<SHARES-COMMON-PRIOR>                        1,029,129
<ACCUMULATED-NII-CURRENT>                    (158,143)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (1,643,801)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     7,102,809
<NET-ASSETS>                                73,450,207
<DIVIDEND-INCOME>                              447,660
<INTEREST-INCOME>                               66,440
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 672,243
<NET-INVESTMENT-INCOME>                      (158,143)
<REALIZED-GAINS-CURRENT>                     (958,813)
<APPREC-INCREASE-CURRENT>                    5,596,633
<NET-CHANGE-FROM-OPS>                        4,479,677
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,911,928
<NUMBER-OF-SHARES-REDEEMED>                    914,393
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      21,665,318
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    (684,988)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          228,553
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                672,243
<AVERAGE-NET-ASSETS>                        18,418,346
<PER-SHARE-NAV-BEGIN>                            13.96
<PER-SHARE-NII>                                 (0.08)
<PER-SHARE-GAIN-APPREC>                           1.12
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.00
<EXPENSE-RATIO>                                   2.84
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6

<SERIES>
   <NUMBER> 031
   <NAME> JOHN HANCOCK GLOBAL RX FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               FEB-29-1996
<INVESTMENTS-AT-COST>                       38,224,903
<INVESTMENTS-AT-VALUE>                      57,002,456
<RECEIVABLES>                                2,173,066
<ASSETS-OTHER>                                   8,142
<OTHER-ITEMS-ASSETS>                        18,777,572
<TOTAL-ASSETS>                              59,183,683
<PAYABLE-FOR-SECURITIES>                     1,998,263
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      281,030
<TOTAL-LIABILITIES>                          2,279,293
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    37,795,910
<SHARES-COMMON-STOCK>                        1,323,078
<SHARES-COMMON-PRIOR>                        1,128,895
<ACCUMULATED-NII-CURRENT>                    (258,198)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        589,106
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    18,777,572
<NET-ASSETS>                                56,904,390
<DIVIDEND-INCOME>                               18,273
<INTEREST-INCOME>                              204,573
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 481,044
<NET-INVESTMENT-INCOME>                      (258,198)
<REALIZED-GAINS-CURRENT>                       589,148
<APPREC-INCREASE-CURRENT>                    8,303,612
<NET-CHANGE-FROM-OPS>                        8,634,562
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                       175,093
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,355,890
<NUMBER-OF-SHARES-REDEEMED>                  1,168,834
<SHARES-REINVESTED>                              7,127
<NET-CHANGE-IN-ASSETS>                      26,176,909
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      255,147
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          164,585
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                481,044
<AVERAGE-NET-ASSETS>                        28,996,377
<PER-SHARE-NAV-BEGIN>                            21.61
<PER-SHARE-NII>                                 (0.12)
<PER-SHARE-GAIN-APPREC>                           4.89
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         0.14
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              26.24
<EXPENSE-RATIO>                                   2.14
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 032
   <NAME> JOHN HANCOCK GLOBAL RX FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               FEB-29-1996
<INVESTMENTS-AT-COST>                       38,224,903
<INVESTMENTS-AT-VALUE>                      57,002,456
<RECEIVABLES>                                2,173,066
<ASSETS-OTHER>                                   8,142
<OTHER-ITEMS-ASSETS>                        18,777,572
<TOTAL-ASSETS>                              59,183,683
<PAYABLE-FOR-SECURITIES>                     1,998,263
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      281,030
<TOTAL-LIABILITIES>                          2,279,293
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    37,795,910
<SHARES-COMMON-STOCK>                          858,900
<SHARES-COMMON-PRIOR>                          296,602
<ACCUMULATED-NII-CURRENT>                    (258,198)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        589,106
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    18,777,572
<NET-ASSETS>                                56,904,390
<DIVIDEND-INCOME>                               18,273
<INTEREST-INCOME>                              204,573
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 481,044
<NET-INVESTMENT-INCOME>                      (258,198)
<REALIZED-GAINS-CURRENT>                       589,148
<APPREC-INCREASE-CURRENT>                    8,303,612
<NET-CHANGE-FROM-OPS>                        8,634,562
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                        80,096
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        730,540
<NUMBER-OF-SHARES-REDEEMED>                    171,322
<SHARES-REINVESTED>                              3,080
<NET-CHANGE-IN-ASSETS>                      26,176,909
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      255,147
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          164,585
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                481,044
<AVERAGE-NET-ASSETS>                        12,361,721
<PER-SHARE-NAV-BEGIN>                            21.35
<PER-SHARE-NII>                                 (0.19)
<PER-SHARE-GAIN-APPREC>                           4.81
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         0.14
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              25.83
<EXPENSE-RATIO>                                   2.79
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6

<SERIES>
   <NUMBER> 041
   <NAME> JOHN HANCOCK GLOBAL MARKETPLACE FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               FEB-29-1996
<INVESTMENTS-AT-COST>                          948,216
<INVESTMENTS-AT-VALUE>                       1,246,350
<RECEIVABLES>                                  114,797
<ASSETS-OTHER>                                  14,150
<OTHER-ITEMS-ASSETS>                           298,130
<TOTAL-ASSETS>                               1,375,293
<PAYABLE-FOR-SECURITIES>                        62,344
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       73,646
<TOTAL-LIABILITIES>                            135,990
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       903,328
<SHARES-COMMON-STOCK>                           75,437
<SHARES-COMMON-PRIOR>                           61,946
<ACCUMULATED-NII-CURRENT>                      (3,743)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         41,588
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       298,130
<NET-ASSETS>                                 1,239,303
<DIVIDEND-INCOME>                                1,087
<INTEREST-INCOME>                                1,530
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,360
<NET-INVESTMENT-INCOME>                        (3,743)
<REALIZED-GAINS-CURRENT>                        54,011
<APPREC-INCREASE-CURRENT>                      100,027
<NET-CHANGE-FROM-OPS>                          150,295
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         16,690
<NUMBER-OF-SHARES-REDEEMED>                      3,199
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         527,703
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                     (12,423)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            3,354
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 60,905
<AVERAGE-NET-ASSETS>                           822,608
<PER-SHARE-NAV-BEGIN>                            11.49
<PER-SHARE-NII>                                 (0.05)
<PER-SHARE-GAIN-APPREC>                           2.10
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.54
<EXPENSE-RATIO>                                   1.50
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 042
   <NAME> JOHN HANCOCK GLOBAL MARKETPLACE FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               FEB-29-1996
<INVESTMENTS-AT-COST>                          948,216
<INVESTMENTS-AT-VALUE>                       1,246,350
<RECEIVABLES>                                  114,797
<ASSETS-OTHER>                                  14,150
<OTHER-ITEMS-ASSETS>                           298,130
<TOTAL-ASSETS>                               1,375,293
<PAYABLE-FOR-SECURITIES>                        62,344
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       73,646
<TOTAL-LIABILITIES>                            135,990
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       903,328
<SHARES-COMMON-STOCK>                           16,092
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      (3,743)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         41,588
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       298,130
<NET-ASSETS>                                 1,239,303
<DIVIDEND-INCOME>                                1,087
<INTEREST-INCOME>                                1,530
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,360
<NET-INVESTMENT-INCOME>                        (3,743)
<REALIZED-GAINS-CURRENT>                        54,011
<APPREC-INCREASE-CURRENT>                      100,027
<NET-CHANGE-FROM-OPS>                          150,295
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         16,092
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         527,703
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                     (12,423)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            3,354
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 60,905
<AVERAGE-NET-ASSETS>                           106,434
<PER-SHARE-NAV-BEGIN>                            11.95
<PER-SHARE-NII>                                 (0.02)
<PER-SHARE-GAIN-APPREC>                           1.60
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.53
<EXPENSE-RATIO>                                   2.20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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