HANCOCK JOHN WORLD FUND
497, 1998-06-04
Previous: REEDS JEWELERS INC, PRE 14A, 1998-06-04
Next: C&D TECHNOLOGIES INC, SC 13D, 1998-06-04




                                  JOHN HANCOCK

                                 International/
                                 Global Funds

                                     [LOGO]

- --------------------------------------------------------------------------------
   
Prospectus
June 1, 1998*

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:
o  are not bank deposits
o  are not federally insured
o  are not endorsed by any bank or government agency
o  are not guaranteed to achieve their goal(s)

Short-Term Strategic Income Fund may invest up to 67% in junk bonds; read risk
information carefully.

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.

*March 1, 1998 for European Equity Fund, Global Rx Fund, Global Technology Fund
and Pacific Basin Equities Fund.
    

Growth

   
European Equity Fund
    

Global Fund

Global Rx Fund

Global Technology Fund

International Fund

Pacific Basin Equities Fund

Income

Short-Term Strategic Income Fund

World Bond Fund

[LOGO] JOHN HANCOCK FUNDS
       A Global Investment Management Firm

       101 Huntington Avenue, Boston, Massachusetts 02199-7603


<PAGE>

Contents

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

   
A fund-by-fund look at        o Growth
goals, strategies,              
risks, expenses and             European Equity Fund                         4 
financial history.              Global Fund                                  6 
                                Global Rx Fund                               8 
                                Global Technology Fund                      10 
                                International Fund                          12 
                                Pacific Basin Equities Fund                 14 
                                
                              o Income

                                Short-Term Strategic Income Fund            16
                                World Bond Fund                             18

Policies and instructions       Your account
for opening, maintaining
and closing an account in any   Choosing a share class                      20
international/global fund.      How sales charges are calculated            20
                                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 the       Fund details
international/global funds
as a group.                     Business structure                          28
                                Sales compensation                          29
                                More about risk                             31

                                For more information                back cover
    


<PAGE>

Overview

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

FUND INFORMATION KEY

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

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

[Clip Art] 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.

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

[Clip Art] Portfolio management The individual or group (including subadvisers,
if any) designated by the investment adviser to handle the fund's day-to-day
management.

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

[Clip Art] 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 foreign and U.S. securities.
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 has its own strategy and 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:

o    are seeking to diversify a portfolio of domestic investments

o    are seeking access to markets that can be less accessible to individual
     investors

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

o    are investing for goals that are many years in the future

International/global funds may NOT be appropriate if you:

o    are investing with a shorter time horizon in mind

o    are uncomfortable with an investment whose value may vary substantially

o    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
$30 billion in assets.
    


<PAGE>

European Equity Fund

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

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund invests primarily in stocks of European companies. Under normal
circumstances, the fund invests at least 80% of assets in companies that earn
more than half of their revenue from European operations, are organized under
European law or are principally traded on European stock exchanges.

   
The fund has not established limitations on the allocation of investments among
the European countries. However, the fund will invest principally in countries
with established economies and securities markets.
    

The fund may also invest in stocks of European companies that are traded on
emerging market stock exchanges.

PORTFOLIO SECURITIES

   
[Clip Art] The fund invests primarily in common stock, warrants and convertible
securities. The fund may also invest in investment-grade debt securities issued
by European or U.S. companies and governments.

For liquidity and flexibility, the fund may place up to 20% 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 engage in other investment
practices.
    

RISK FACTORS

[Clip Art] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. 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, natural event, information and political risks. These risks,
which may make the fund more volatile than a comparable domestic growth fund,
are described in "More about risk" starting on page 31. The risks of
international investing may be higher in emerging markets, a category that
includes some European countries.

   
To the extent that the fund 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.
    

MANAGEMENT/SUBADVISER

[Clip Art] Under the supervision of John Hancock Advisers, Inc., a team of
portfolio managers at Indocam International Investment Services, the fund's
subadviser, is responsible for the fund's day-to-day investment management.

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

[Clip Art] Fund investors pay various expenses, either directly or indirectly.
The figures below show estimated expenses for the fiscal year ending October 31,
1998. Actual 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)               0.81%       0.81%
 12b-1 fee(4)                                               0.30%       1.00%
 Other expenses                                             0.79%       0.79%
 Total fund operating expenses (after limitation)(3)        1.90%       2.60%

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%.

- --------------------------------------------------------------------------------
 Share class                 Year 1    Year 3    Year 5     Year 10
- --------------------------------------------------------------------------------
 Class A shares              $68       $107      $148       $261
 Class B shares
    Assuming redemption
    at end of period         $76       $111      $158       $276
    Assuming no redemption   $26       $81       $138       $276

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 adviser's agreement to limit expenses. Without this
      limitation, management fees would be 0.90% for each class and total fund
      operating expenses would be 1.99% for Class A and 2.69% for Class B. The
      adviser may terminate this limitation in the future.
(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.


   
4  GROWTH - EUROPEAN EQUITY FUND
    
<PAGE>

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

   
[Clip Art] The figures below cover the period from the commencement of
operations on March 2, 1998 to April 30, 1998 for Class A shares. These figures
are unaudited.
    

[The following table was represented by a bar graph in the printed materials.]

Volatility, as indicated by Class A                                    7.10(4)
year-by-year total investment return (%)                                 two  
(scale varies from fund to fund)                                       months 

- --------------------------------------------------------------------------------
 Class A - period ended:                                                4/98(1)
- --------------------------------------------------------------------------------
 Per share operating performance
 Net asset value, beginning of period                                 $10.00
 Net investment income(2)                                               0.01
 Net realized and unrealized gain (loss) on
 investments and foreign currency transactions                          0.70
 Total from investment operations                                       0.71
 Net asset value, end of period                                       $10.71
 Total investment return at net asset value(3)(%)                       7.10(4)
 Total adjusted investment return at net asset value(3,5)(%)            6.79(4)
 Ratios and supplemental data
 Net assets, end of period (000s omitted) ($)                          3,478
 Ratio of expenses to average net assets (%)                            1.90(6)
 Ratio of adjusted expenses to average net assets(7)(%)                 3.83(6)
 Ratio of net investment income to average net assets (%)               0.49(6)
 Ratio of adjusted net investment (loss) to
 average net assets(7)(%)                                              (1.44)(6)
 Portfolio turnover rate (%)                                               4
 Fee reduction per share(2)($)                                          0.03
 Average brokerage commission rate ($)                                0.0239
- --------------------------------------------------------------------------------
 Class B - period ended:                                                4/98(1)
- --------------------------------------------------------------------------------
 Per share operating performance
 Net asset value, beginning of period                                     --
 Net investment income                                                    --
 Net realized and unrealized gain (loss) on
 investments and foreign currency transactions                            --
 Total from investment operations                                         --
 Net asset value, end of period                                           --
 Total investment return at net asset value (%)                           --
 Total adjusted investment return at net asset value (%)                  --
 Ratios and supplemental data
 Net assets, end of period (000s omitted) ($)                             --
 Ratio of expenses to average net assets (%)                              --
 Ratio of adjusted expenses to average net assets (%)                     --
 Ratio of net investment income to average net assets (%)                 --
 Ratio of adjusted net investment income to
 average net assets (%)                                                   --
 Portfolio turnover rate (%)                                              --
 Fee reduction per share ($)                                              --
 Average brokerage commission rate ($)                                    --

(1)  Class A shares commenced operations on March 2, 1998. There were no Class B
     shares outstanding during the period ended April 30, 1998.
(2)  Based on the average of shares outstanding at the end of each month.
(3)  Assumes dividend reinvestment and does not reflect the effect of sales
     charges.
(4)  Not annualized.
(5)  An estimated total return calculation that does not take into consideration
     fee reductions by the adviser during the periods shown.
(6)  Annualized.
(7)  Unreimbursed, without fee reduction.


                                                GROWTH - EUROPEAN EQUITY FUND  5
<PAGE>

Global Fund

REGISTRANT NAME: 
JOHN HANCOCK INVESTMENT TRUST III  TICKER SYMBOL  CLASS A: JHGAX  CLASS B: FGLOX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip Art] 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 one time, potentially
including the U.S.

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

PORTFOLIO SECURITIES

[Clip Art] 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 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

[Clip Art] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements.

   
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 that could adversely affect its performance. Please read
"More about risk" carefully before investing.

MANAGEMENT/SUBADVISER

   
[Clip Art] Miren Etcheverry, John L.F. Wills, and Gerardo J. Espinoza lead the
portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior vice
presidents and joined John Hancock Funds in December 1996, having been in the
investment business since 1978 and 1979, respectively. Mr. Wills is a senior
vice president of the adviser and managing director of the subadviser, John
Hancock Advisers International Limited. He joined John Hancock Funds in 1987 and
has been in the investment business since 1969.
    

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

[Clip Art] 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(3)                            0.88%     0.88%
12b-1 fee(4)                                 0.30%     1.00%
Other expenses                               0.56%     0.56%
Total fund operating expenses                1.74%     2.44%

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%.

- --------------------------------------------------------------------------------
Share class                   Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
Class A shares                $67     $102     $140     $245
Class B shares
  Assuming redemption
  at end of period            $75     $106     $150     $260
  Assuming no redemption      $25      $76     $130     $260

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)   Includes a subadviser fee equal to 0.70% of the fund's net assets.
(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.


6  GROWTH - GLOBAL FUND
<PAGE>

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

[Clip Art] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

[The following table was represented by a bar graph in the printed materials.]

<TABLE>
<S>                                        <C>    <C>     <C>       <C>     <C>      <C>     <C>    <C>      <C>    <C>
Volatility, as indicated by Class B
year-by-year total investment return (%)   7.05   30.22   (10.42)   14.04   (3.85)   34.95   7.97   (1.01)   9.10   8.67
(scale varies from fund to fund)
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                  10/92(1)         10/93      10/94        10/95        10/96        10/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>           <C>       <C>           <C>          <C>          <C>
Per share operating performance
Net asset value, beginning of period                       $11.31        $10.55     $14.30       $14.16       $12.67       $12.97
Net investment income (loss)(2)                             (0.04)        (0.10)     (0.07)       (0.03)       (0.02)       (0.05)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions               (0.72)         3.85       1.24        (0.13)        1.20         1.21
Total from investment operations                            (0.76)         3.75       1.17        (0.16)        1.18         1.16
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                       --            --      (1.31)       (1.33)       (0.88)       (1.19)
Net asset value, end of period                             $10.55        $14.30     $14.16       $12.67       $12.97       $12.94
Total investment return at net asset value(3) (%)           (6.72)(4)     35.55       8.64        (0.37)        9.87         9.36
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)               76,980        90,787    100,973       93,597       94,746       92,127
Ratio of expenses to average net assets (%)                  2.47(5)       2.12       1.98         1.87         1.88         1.81(6)
Ratio of net investment income (loss) to average
net assets (%)                                              (0.60)(5)     (0.86)     (0.54)       (0.23)       (0.19)       (0.36)
Portfolio turnover rate (%)                                    69           108         61           60           98           81
Average brokerage commission rate(7) ($)                      N/A           N/A        N/A          N/A       0.0221       0.0216

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                    10/88       10/89       10/90       10/91        10/92         10/93
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>         <C>         <C>         <C>          <C>           <C>
Per share operating performance
Net asset value, beginning of period                      $10.42      $10.67      $13.58       $9.94       $10.92        $10.50
Net investment income (loss)                                0.01       (0.10)      (0.02)      (0.01)(2)    (0.12)(2)     (0.15)(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions               0.69        3.25       (1.12)       1.35        (0.30)         3.82
Total from investment operations                            0.70        3.15       (1.14)       1.34        (0.42)         3.67
Less distributions:
  Distributions from net investment income                    --       (0.01)         --          --           --            --
  Distributions from net realized gain on investments
  sold and foreign currency transactions                   (0.45)      (0.23)      (2.50)      (0.36)          --            --
  Total distributions                                      (0.45)      (0.24)      (2.50)      (0.36)          --            --
Net asset value, end of period                            $10.67      $13.58       $9.94      $10.92       $10.50        $14.17
Total investment return at net asset value(3) (%)           7.05       30.22      (10.42)      14.04        (3.85)        34.95
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)              34,380      35,596      33,281      28,686       11,475        19,340
Ratio of expenses to average net assets (%)                 2.55        2.30        2.46        2.60         2.68          2.49
Ratio of net investment income (loss) to average
net assets (%)                                              0.09       (0.47)      (0.59)      (0.12)       (1.03)        (1.25)
Portfolio turnover rate (%)                                  142         138          58         106           69           108
Average brokerage commission rate(7) ($)                     N/A         N/A         N/A         N/A          N/A           N/A

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                         10/94          10/95          10/96          10/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>            <C>            <C>            <C>
Per share operating performance
Net asset value, beginning of period                           $14.17         $13.93         $12.36         $12.54
Net investment income (loss)                                    (0.15)(2)      (0.11)(2)      (0.10)(2)      (0.14)(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                    1.22          (0.13)          1.16           1.18
Total from investment operations                                 1.07          (0.24)          1.06           1.04
Less distributions:
  Distributions from net investment income                         --             --             --             --
  Distributions from net realized gain on investments
  sold and foreign currency transactions                        (1.31)         (1.33)         (0.88)         (1.19)
  Total distributions                                           (1.31)         (1.33)         (0.88)         (1.19)
Net asset value, end of period                                 $13.93         $12.36         $12.54         $12.39
Total investment return at net asset value(3) (%)                7.97          (1.01)          9.10           8.67
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                   31,822         24,570         27,599         28,007
Ratio of expenses to average net assets (%)                      2.59           2.57           2.54           2.49(6)
Ratio of net investment income (loss) to average
net assets (%)                                                  (1.12)         (0.89)         (0.83)         (1.04)
Portfolio turnover rate (%)                                        61             60             98             81
Average brokerage commission rate(7) ($)                          N/A            N/A         0.0221         0.0216
</TABLE>

(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)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than $0.01 per share.
(7)   Per portfolio share traded. Required for fiscal years that began September
      1, 1995 or later.


                                                         GROWTH - GLOBAL FUND  7
<PAGE>

Global Rx Fund

REGISTRANT NAME: JOHN HANCOCK WORLD FUND
                              TICKER SYMBOL      CLASS A: JHGRX   CLASS B: JHRBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund invests primarily in stocks 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 invests 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 one time, potentially including the U.S. Because the fund is
non-diversified, it may invest more than 5% of assets in securities of a single
issuer.

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

PORTFOLIO SECURITIES

[Clip Art] 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

[Clip Art] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. Because the fund concentrates on a single
sector (health care), and because this 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

[Clip Art] Linda I. Miller, CFA, leader of the fund's portfolio management team
since January 1996, is a vice president of the adviser. She joined John Hancock
Funds in November 1995 and has been in the investment business with a focus on
the health care industry since 1980.

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

[Clip Art] 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                               0.58%     0.58%
Total fund operating expenses                1.68%     2.38%

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%.

- --------------------------------------------------------------------------------
Share class                   Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
Class A shares                $66     $100     $137     $239
Class B shares
  Assuming redemption
  at end of period            $74     $104     $147     $254
  Assuming no redemption      $24      $74     $127     $254

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.


8  GROWTH - GLOBAL RX FUND
<PAGE>

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

[Clip Art] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

[The following table was represented as a bar graph in the printed materials.]

<TABLE>
<S>                                        <C>        <C>    <C>     <C>     <C>     <C>         <C>
Volatility, as indicated by Class A
year-by-year total investment return (%)   33.40(5)   0.30   23.39   30.89   18.39   (1.26)(5)   26.63
(scale varies from fund to fund)                                                     two months
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                            8/92(1)           8/93        8/94        8/95
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>         <C>         <C>
Per share operating performance
Net asset value, beginning of period                                $10.00         $13.34      $13.38      $16.51
Net investment income (loss)                                         (0.03)         (0.23)      (0.32)      (0.36)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                         3.37           0.27        3.45        5.46
Total from investment operations                                      3.34           0.04        3.13        5.10
Less distributions:
  Distributions from net realized gain on investments sold and
  foreign currency transactions                                         --             --          --          --
Net asset value, end of period                                      $13.34         $13.38      $16.51      $21.61
Total investment return at net asset value(4) (%)                    33.40(5)        0.30       23.39       30.89
Total adjusted investment return at net asset value(4,6) (%)         32.11(5)        0.04          --          --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                        14,702         15,647      18,643      24,394
Ratio of expenses to average net assets (%)                           1.98(7)        2.50        2.55        2.56
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)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                    (1.92)(7)      (1.93)         --          --
Portfolio turnover rate (%)                                             48             93          52          38
Fee reduction per share ($)                                          0.085          0.035          --          --
Average brokerage commission rate(9) ($)                               N/A            N/A         N/A         N/A

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                8/96       10/96(2)          10/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>            <C>
Per share operating performance
Net asset value, beginning of period                                 $21.61         $25.43         $25.11
Net investment income (loss)                                          (0.19)(3)      (0.05)(3)      (0.19)(3)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                          4.15          (0.27)          6.56
Total from investment operations                                       3.96          (0.32)          6.37
Less distributions:
  Distributions from net realized gain on investments sold and
  foreign currency transactions                                       (0.14)            --          (1.23)
Net asset value, end of period                                       $25.43         $25.11         $30.25
Total investment return at net asset value(4) (%)                     18.39          (1.26)(5)      26.63
Total adjusted investment return at net asset value(4,6) (%)             --             --             --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         42,405         42,618         53,122
Ratio of expenses to average net assets (%)                            1.80           1.92(7)        1.68
Ratio of adjusted expenses to average net assets(8) (%)                  --             --             --
Ratio of net investment income (loss) to average net assets (%)       (0.75)         (1.04)(7)      (0.71)
Ratio of adjusted net investment income (loss) to average
net assets(8) (%)                                                        --             --             --
Portfolio turnover rate (%)                                              68             24             57
Fee reduction per share ($)                                              --             --             --
Average brokerage commission rate(9) ($)                             0.0181         0.0726         0.0749

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                            8/94(1)           8/95        8/96    10/96(2)          10/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>         <C>         <C>            <C>
Per share operating performance
Net asset value, beginning of period                                $17.29         $16.46      $21.35      $24.94         $24.60
Net investment income (loss)(3)                                      (0.17)         (0.55)      (0.34)      (0.08)         (0.37)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                        (0.66)          5.44        4.07       (0.26)          6.40
Total from investment operations                                     (0.83)          4.89        3.73       (0.34)          6.03
Less distributions:
  Distributions from net realized gain on investments sold and
  foreign currency transactions                                         --             --       (0.14)         --          (1.23)
Net asset value, end of period                                      $16.46         $21.35      $24.94      $24.60         $29.40
Total investment return at net asset value(4) (%)                    (4.80)(5)      29.71       17.53       (1.36)(5)      25.76
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         1,071          6,333      36,591      37,521         53,436
Ratio of expenses to average net assets (%)                           3.34(7)        3.45        2.42        2.62(7)        2.38
Ratio of net investment income (loss) to average net assets (%)      (2.65)(7)      (2.91)      (1.33)      (1.74)(7)      (1.41)
Portfolio turnover rate (%)                                             52             38          68          24             57
Average brokerage commission rate(9) ($)                               N/A            N/A      0.0181      0.0726         0.0749
</TABLE>

(1)   Class A and Class B shares commenced operations on October 1, 1991 and
      March 7, 1994, respectively.
(2)   Effective October 31, 1996, the fiscal year end changed from August 31 to
      October 31.
(3)   Based on the average of the shares outstanding at the end of each month.
(4)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.
(5)   Not annualized.
(6)   An estimated total return calculation that does not take into
      consideration fee reductions by the adviser during the periods shown.
(7)   Annualized.
(8)   Unreimbursed, without fee reduction.
(9)   Per portfolio share traded. Required for fiscal years that began September
      1, 1995 or later.


                                                      GROWTH - GLOBAL RX FUND  9
<PAGE>

Global Technology Fund

REGISTRANT NAME: JOHN HANCOCK SERIES TRUST
                                TICKER SYMBOL    CLASS A: NTTFX   CLASS B: FGTBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund invests primarily in stocks of foreign and U.S. companies that rely
extensively on technology in their product development or operations. Under
normal circumstances, the fund invests at least 65% of assets in these
companies, and expects to invest in the securities markets of at least three
countries at any one time, potentially including the U.S. Income is a secondary
goal.

PORTFOLIO SECURITIES

[Clip Art] 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. These
may include securities rated as low as CC/Ca and their unrated equivalents.
Bonds rated lower than BBB/Baa 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, including restricted securities, and
may engage in other investment practices.

RISK FACTORS

[Clip Art] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. Because the fund concentrates on a single
sector (technology), and because this 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
smaller-capitalization companies or 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

[Clip Art] Barry J. Gordon and Marc H. Klee lead the fund's management team, as
they have since the fund's inception in 1983. They are principals of American
Fund Advisors, Inc. (AFA), which was the fund's adviser until 1991. Since 1991,
AFA has been the fund's subadviser.

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

[Clip Art] 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(3)                            0.79%     0.79%
12b-1 fee(4)                                 0.30%     1.00%
Other expenses                               0.42%     0.42%
Total fund operating expenses                1.51%     2.21%

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%.

- --------------------------------------------------------------------------------
Share class                        Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
Class A shares                      $65     $95      $128     $221
Class B shares
  Assuming redemption
  at end of period                  $72     $99      $138     $237
  Assuming no redemption            $22     $69      $118     $237

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)   Includes a subadviser fee that will not exceed 0.35% of the fund's net
      assets.
(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.


10  GROWTH - GLOBAL TECHNOLOGY FUND
<PAGE>

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

[Clip Art] The figures below for the one-year period ended October 31, 1997 have
been audited by the fund's independent auditors, Ernst & Young LLP. Figures for
previous years were audited by another independent auditor.

[The following table was represented as a bar graph in the printed materials.]

<TABLE>
<S>                                        <C>    <C>     <C>     <C>       <C>     <C>    <C>     <C>    <C>    <C>        <C>
Volatility, as indicated by Class A
year-by-year total investment return (%)   2.84   10.48   16.61   (18.46)   33.05   5.70   32.06   9.62   46.53   5.22(4)   21.90
(scale varies from fund to fund)                                                                                 ten months
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                       12/87       12/88       12/89       12/90       12/91       12/92
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>         <C>         <C>         <C>
Per share operating performance
Net asset value, beginning of period                         $13.80      $13.98      $15.31      $16.93      $12.44      $15.60
Net investment income (loss)                                   0.15        0.15        0.10       (0.04)       0.05       (0.15)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                  0.26        1.32        2.43       (3.09)       4.11        1.00
Total from investment operations                               0.41        1.47        2.53       (3.13)       4.16        0.85
Less distributions:
  Dividends from net investment income                        (0.23)      (0.14)      (0.13)         --       (0.04)         --
  Distributions from net realized gain on
  investments and foreign currency transactions                  --          --       (0.78)      (1.36)      (0.96)      (1.51)
  Total distributions                                         (0.23)      (0.14)      (0.91)      (1.36)      (1.00)      (1.51)
Net asset value, end of period                               $13.98      $15.31      $16.93      $12.44      $15.60      $14.94
Total investment return at net asset value(3) (%)              2.84       10.48       16.61      (18.46)      33.05        5.70
Total adjusted investment return at net asset value(3,5)         --          --          --          --          --        5.53
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                 44,224      38,594      40,341      28,864      31,580      32,094
Ratio of expenses to average net assets (%)                    1.63        1.75        1.90        2.36        2.32        2.05
Ratio of adjusted expenses to average net assets(7) (%)          --          --          --          --          --        2.22
Ratio of net investment income (loss) to average
net assets (%)                                                 0.75        0.89        0.60       (0.28)       0.34       (0.88)
Ratio of adjusted net investment income (loss) to
average net assets(7) (%)                                        --          --          --          --          --       (1.05)
Portfolio turnover rate (%)                                       9          12          30          38          67          76
Fee reduction per share ($)                                      --          --          --          --          --        0.03
Average brokerage commission rate(8) ($)                        N/A         N/A         N/A         N/A         N/A         N/A

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                         12/93       12/94          12/95       10/96(1)          10/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>           <C>            <C>            <C>
Per share operating performance
Net asset value, beginning of period                           $14.94      $17.45         $17.84         $24.51         $25.79
Net investment income (loss)                                    (0.21)      (0.22)(2)      (0.22)(2)      (0.14)(2)      (0.27)(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                    4.92        1.87           8.53           1.42           5.76
Total from investment operations                                 4.71        1.65           8.31           1.28           5.49
Less distributions:
  Dividends from net investment income                             --          --             --             --             --
  Distributions from net realized gain on
  investments and foreign currency transactions                 (2.20)      (1.26)         (1.64)            --          (1.23)
  Total distributions                                           (2.20)      (1.26)         (1.64)            --          (1.23)
Net asset value, end of period                                 $17.45      $17.84         $24.51         $25.79         $30.05
Total investment return at net asset value(3) (%)               32.06        9.62          46.53           5.22(4)       21.90
Total adjusted investment return at net asset value(3,5)           --          --          46.41             --             --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                   41,749      52,193        155,001        166,010        184,048
Ratio of expenses to average net assets (%)                      2.10        2.16           1.67           1.57(6)        1.51
Ratio of adjusted expenses to average net assets(7) (%)            --          --           1.79             --             --
Ratio of net investment income (loss) to average
net assets (%)                                                  (1.49)      (1.25)         (0.89)         (0.68)(6)      (0.95)
Ratio of adjusted net investment income (loss) to
average net assets(7) (%)                                          --          --          (1.01)            --             --
Portfolio turnover rate (%)                                        86          67             70             64            104
Fee reduction per share ($)                                        --          --           0.02(2)          --             --
Average brokerage commission rate(8) ($)                          N/A         N/A            N/A         0.0685         0.0628

- -----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                           12/94(9)          12/95       10/96(1)          10/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>            <C>            <C>
Per share operating performance
Net asset value, beginning of period                                $17.24         $17.68         $24.08         $25.20
Net investment income (loss)(2)                                      (0.35)         (0.39)         (0.28)         (0.45)
Net realized and unrealized gain (loss) on investments                2.05           8.43           1.40           5.60
Total from investment operations                                      1.70           8.04           1.12           5.15
Less distributions:
  Distributions from net realized gain on investments sold           (1.26)         (1.64)            --          (1.23)
Net asset value, end of period                                      $17.68         $24.08         $25.20         $29.12
Total investment return at net asset value(3) (%)                    10.02          45.42           4.65(4)       21.04
Total adjusted investment return at net asset value(3,5)                --          45.30             --             --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         9,324         35,754         50,949         65,851
Ratio of expenses to average net assets (%)                           2.90(6)        2.41           2.27(6)        2.21
Ratio of adjusted expenses to average net assets(7) (%)                 --           2.53             --             --
Ratio of net investment income (loss) to average net assets (%)      (1.98)(6)      (1.62)         (1.38)(6)      (1.65)
Ratio of adjusted net investment income (loss) to
average net assets(7) (%)                                               --          (1.74)            --             --
Portfolio turnover rate (%)                                             67             70             64            104
Fee reduction per share ($)                                             --           0.03(2)          --             --
Average brokerage commission rate(8) ($)                               N/A            N/A         0.0685         0.0628
</TABLE>

(1)   Effective October 31, 1996, the fiscal year end changed from December 31
      to October 31.
(2)   Based on the average of the shares outstanding at the end of each month.
(3)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.
(4)   Not annualized.
(5)   An estimated total return calculation that 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.
(9)   Class B shares commenced operations on January 3, 1994.


                                             GROWTH - GLOBAL TECHNOLOGY FUND  11
<PAGE>

International Fund

REGISTRANT NAME:
JOHN HANCOCK INVESTMENT TRUST III   TICKER SYMBOL
                                    CLASS A: FINAX   CLASS B: FINBX CLASS C: N/A
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund invests primarily in stocks of foreign companies. Under normal
circumstances, the fund invests 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 one time it will invest in
the securities markets of at least three non-U.S. countries.

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

PORTFOLIO SECURITIES

[Clip Art] Under normal circumstances, the fund invests primarily in common
stocks and other equity securities, but may invest in almost 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

[Clip Art] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements.

   
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 that
could adversely affect its performance. Please read "More about risk" carefully
before investing.

MANAGEMENT/SUBADVISER

   
[Clip Art] Miren Etcheverry, John L.F. Wills, and Gerardo J. Espinoza lead the
fund's portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior
vice presidents and joined John Hancock Funds in December 1996, having been in
the investment business since 1978 and 1979, respectively. Mr. Wills is a senior
vice president of the adviser and managing director of the subadviser, John
Hancock Advisers International Limited. He joined John Hancock Funds in 1987 and
has been in the investment business since 1969.
    

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

[Clip Art] Fund investors pay various expenses, either directly or indirectly.
The figures below show the expenses for the past fiscal year, adjusted to
reflect any changes. Because no Class C shares were outstanding during the past
year, Class C expenses are based on Class B expenses. Future expenses may be
greater or less.

- --------------------------------------------------------------------------------
Shareholder transaction expenses             Class A   Class B    Class C
- --------------------------------------------------------------------------------
Maximum sales charge imposed on purchases
(as a percentage of offering price)          5.00%     none       none
Maximum sales charge imposed on
reinvested dividends                         none      none       none
Maximum deferred sales charge                none(1)   5.00%      1.00%
Redemption fee(2)                            none      none       none
Exchange fee                                 none      none       none

- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee (after expense
limitation)(3,4)                             0.00%     0.00%      0.00%
12b-1 fee(5)                                 0.30%     1.00%      1.00%
Other expenses (after limitation)(3)         1.43%     1.43%      1.43%
Total fund operating expenses
(after limitation)(3)                        1.73%     2.43%      2.43%

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%.

- --------------------------------------------------------------------------------
Share class                   Year 1    Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
Class A shares                $67       $102      $139     $244
Class B shares
  Assuming redemption
  at end of period            $75       $106      $150     $259
  Assuming no redemption      $25        $76      $130     $259
Class C shares
  Assuming redemption
  at end of period            $35        $76      $130     $277
  Assuming no redemption      $25        $76      $130     $277

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 adviser's 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 1.73% for each class and
      total fund operating expenses would be 3.03% for Class A and 3.73% for
      Class B and Class C. The adviser may terminate this limitation at any
      time.
(4)   Includes a subadviser fee equal to 0.70% of the fund's net assets.
(5)   Because of the 12b-1 fee, long-term shareholders may indirectly pay more
      than the equivalent of the maximum permitted front-end sales charge.


12  GROWTH - INTERNATIONAL FUND
<PAGE>

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

[Clip Art] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

[The following table was represented as a bar graph in the printed materials.]

Volatility, as indicated by Class A
year-by-year total investment return (%)      1.77(4)   (4.96)   6.88   (3.22)
(scale varies from fund to fund)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                       10/94(1)          10/95       10/96         10/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>        <C>           <C>
Per share operating performance
Net asset value, beginning of period                                             $8.50          $8.65       $8.14         $8.70
Net investment income (loss)                                                      0.07(2)        0.04        0.06(2)      (0.02)(2)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                     0.08          (0.47)       0.50         (0.26)
Total from investment operations                                                  0.15          (0.43)       0.56         (0.28)
Less distributions:
  Dividends from net investment income                                              --          (0.03)         --         (0.01)
  Distributions from net realized gain on investments
  sold and foreign currency transactions                                            --          (0.05)         --            --
  Total distributions                                                               --          (0.08)         --         (0.01)
Net asset value, end of period                                                   $8.65          $8.14       $8.70         $8.41
Total investment return at net asset value(3) (%)                                 1.77(4)       (4.96)       6.88         (3.22)
Total adjusted investment return at net asset value(3,5) (%)                     (0.52)(4)      (8.12)       5.33         (4.52)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                     4,426          4,215       5,098         4,965
Ratio of expenses to average net assets (%)                                       1.50(6)        1.64        1.75          1.73(7)
Ratio of adjusted expenses to average net assets(8) (%)                           3.79(6)        4.80        3.30          3.03(7)
Ratio of net investment income (loss) to average net assets (%)                   1.02(6)        0.56        0.68         (0.16)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)      (1.27)(6)      (2.60)      (0.87)        (1.46)
Portfolio turnover rate (%)                                                         50             69          83           169
Fee reduction per share(2) ($)                                                    0.16           0.25        0.14          0.12
Average brokerage commission rate(9) ($)                                           N/A            N/A      0.0192        0.0186

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                       10/94(1)          10/95       10/96         10/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>        <C>           <C>
Per share operating performance
Net asset value, beginning of period                                             $8.50          $8.61       $8.05         $8.55
Net investment income (loss)                                                      0.02(2)       (0.03)       0.00(2,10)   (0.08)(2)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                     0.09          (0.48)       0.50         (0.25)
Total from investment operations                                                  0.11          (0.51)       0.50         (0.33)
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       $8.55         $8.22
Total investment return at net asset value(3) (%)                                 1.29(4)       (5.89)       6.21         (3.86)
Total adjusted investment return at net asset value(3,5) (%)                     (1.00)(4)      (9.05)       4.66         (5.16)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                     3,948          3,990       8,175         8,713
Ratio of expenses to average net assets (%)                                       2.22(6)        2.52        2.45          2.43(7)
Ratio of adjusted expenses to average net assets(8) (%)                           4.51(6)        5.68        4.00          3.73(7)
Ratio of net investment income (loss) to average net assets (%)                   0.31(6)       (0.37)       0.02         (0.88)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)      (1.98)(6)      (3.53)      (1.53)        (2.18)
Portfolio turnover rate (%)                                                         50             69          83           169
Fee reduction per share(2) ($)                                                    0.16           0.25        0.14          0.12
Average brokerage commission rate(9) ($)                                           N/A            N/A      0.0192        0.0186
</TABLE>

(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 that does not take into
      consideration fee reductions by the adviser during the periods shown.
(6)   Annualized.
(7)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than $0.01 cents per share.
(8)   Unreimbursed, without fee reduction.
(9)   Per portfolio share traded. Required for fiscal years that began September
      1, 1995 or later.
(10)  Less than $0.01 per share.


                                                 GROWTH - INTERNATIONAL FUND  13
<PAGE>

Pacific Basin Equities Fund

REGISTRANT NAME: JOHN HANCOCK WORLD FUND
                                TICKER SYMBOL    CLASS A: JHWPX   CLASS B: FPBBX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund invests primarily in a diversified portfolio of stocks of Pacific Basin
companies. The Pacific Basin includes countries bordering the Pacific Ocean.
Under normal circumstances, the fund invests at least 65% of assets in these
companies, with the balance invested in equities of companies not in the Pacific
Basin countries 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

[Clip Art] 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

[Clip Art] As with any growth fund, the value of your investment will fluctuate
in response to stock market movements. 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 and practices, it
takes on further risks that could adversely affect its performance. Please read
"More about risk" carefully before investing.
    

MANAGEMENT/SUBADVISERS

   
[Clip Art] The fund's management is carried out jointly by the adviser's
international equities portfolio management team and two subadvisers, Indocam
Asia Advisers Limited and John Hancock Advisers International Limited. Indocam
is majority owned by Caisse Nationale de Credit Agricole, a French banking
institution.
    

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

[Clip Art] 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(3)                            0.80%     0.80%
12b-1 fee(4)                                 0.30%     1.00%
Other expenses                               0.96%     0.96%
Total fund operating expenses                2.06%     2.76%

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%.

- --------------------------------------------------------------------------------
Share class                   Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
Class A shares                $70     $111     $155     $277
Class B shares
  Assuming redemption
  at end of period            $78     $116     $166     $292
  Assuming no redemption      $28      $86     $146     $292

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)   Includes a subadviser fee equal to 0.35% of the fund's net assets.
(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.


14  GROWTH - PACIFIC BASIN EQUITIES FUND
<PAGE>

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

[Clip Art] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

[The following table was represented as a bar graph in the printed materials.]

<TABLE>
<S>                                         <C>        <C>    <C>     <C>     <C>     <C>    <C>    <C>     <C>   <C>        <C>
Volatility, as indicated by Class
A year-by-year total investment return (%)  (3.61)(6)  18.06  (0.44)  (2.15)  (1.99)  49.61  22.82  (7.65)  4.47  (1.83)(6)  (19.03)
(scale varies from fund to fund)                                                                                   two
                                                                                                                   months
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                          8/88(1)            8/89         8/90         8/91         8/92            8/93
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <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           $8.87
Net investment income (loss)                        0.01           (0.02)       (0.04)       (0.01)       (0.07)(3)       (0.11)(3)
Net realized and unrealized gain (loss)
  on investments and foreign currency
  transactions                                     (0.37)           1.75         0.11        (0.33)       (0.11)           4.51
Total from investment operations                   (0.36)           1.73         0.07        (0.34)       (0.18)           4.40
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          $13.27
Total investment return at net asset
  value(5) (%)                                     (3.61)(6)       18.06        (0.44)       (2.15)       (1.99)          49.61
Total adjusted investment return at net
asset value(5,7) (%)                               (8.05)(6)       15.12        (2.86)       (5.19)       (5.57)          48.31
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)       4,771           5,116        4,578        4,065        3,222          14,568
Ratio of expenses to average net assets (%)         1.75(8)         1.75         2.45         2.75         2.73            2.94
Ratio of adjusted expenses to average
  net assets(9) (%)                                 6.19(8)         4.69         4.89         5.79         6.31            4.24
Ratio of net investment income (loss) to
  average net assets (%)                            0.04(8)        (0.15)       (0.28)       (0.06)       (0.82)          (0.98)
Ratio of adjusted net investment income
  (loss) to average net assets(9) (%)              (4.40)(8)       (3.09)       (2.70)       (3.10)       (4.40)          (2.28)
Portfolio turnover rate (%)                          148             227          154          151          179             171
Fee reduction per share ($)                         1.15            0.39         0.31         0.24         0.31(3)         0.14(3)
Average brokerage commission rate(10) ($)            N/A             N/A          N/A          N/A          N/A             N/A

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                             8/94            8/95              8/96        10/96(2)           10/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>               <C>             <C>             <C>
Per share operating performance
Net asset value, beginning of period              $13.27          $15.88            $14.11          $14.74          $14.47
Net investment income (loss)                       (0.10)(3)        0.02(3,4)        (0.02)(3)       (0.02)(3)       (0.07)(3)
Net realized and unrealized gain (loss)
  on investments and foreign currency
  transactions                                      3.12           (1.24)             0.65           (0.25)          (2.66)
Total from investment operations                    3.02           (1.22)             0.63           (0.27)          (2.73)
Less distributions:
  Dividends from net investment income                --              --                --              --              --
  Distributions from net realized gain on
  investments sold and foreign
  currency transactions                            (0.41)          (0.55)               --              --           (0.11)
  Total distributions                              (0.41)          (0.55)               --              --           (0.11)
Net asset value, end of period                    $15.88          $14.11            $14.74          $14.47          $11.63
Total investment return at net asset
  value(5) (%)                                     22.82           (7.65)             4.47           (1.83)(6)      (19.03)
Total adjusted investment return at net
asset value(5,7) (%)                                  --              --                --              --              --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)      50,261          37,417            41,951          38,694          21,109
Ratio of expenses to average net assets (%)         2.43            2.05              1.97            2.21(8)         2.06
Ratio of adjusted expenses to average
  net assets(9) (%)                                   --              --                --              --              --
Ratio of net investment income (loss) to
  average net assets (%)                           (0.66)           0.13(4)          (0.15)          (0.83)(8)       (0.49)
Ratio of adjusted net investment income
  (loss) to average net assets(9) (%)                 --              --                --              --              --
Portfolio turnover rate (%)                           68              48                73              15             118
Fee reduction per share ($)                           --              --                --              --              --
Average brokerage commission rate(10) ($)            N/A             N/A            0.0183          0.0221          0.0076

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                               8/94(1)            8/95         8/96     10/96(2)           10/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>          <C>          <C>             <C>
Per share operating performance
Net asset value, beginning of period                   $15.11          $15.84       $13.96       $14.49          $14.20
Net investment income (loss) (3)                        (0.09)          (0.09)       (0.13)       (0.04)          (0.18)
Net realized and unrealized gain (loss)
  on investments and
  foreign currency transactions                          0.82           (1.24)        0.66        (0.25)          (2.59)
Total from investment operations                         0.73           (1.33)        0.53        (0.29)          (2.77)
Less distributions:
  Distributions from net realized gain on
  investments sold and foreign currency
  transactions                                             --           (0.55)          --           --           (0.11)
Net asset value, end of period                         $15.84          $13.96       $14.49       $14.20          $11.32
Total investment return at net asset value(5) (%)       (4.83)(6)       (8.38)        3.80        (2.00)(6)      (19.67)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            9,480          14,368       32,342       30,147          17,320
Ratio of expenses to average net assets (%)              3.00(8)         2.77         2.64         2.90(8)         2.76
Ratio of net investment income (loss) to
  average net assets (%)                                (1.40)(8)       (0.66)       (0.86)       (1.52)(8)       (1.19)
Portfolio turnover rate (%)                                68              48           73           15             118
Average brokerage commission rate(10) ($)                 N/A             N/A       0.0183       0.0221          0.0076
</TABLE>

(1)   Class A and Class B shares commenced operations on September 8, 1987 and
      March 7, 1994, respectively.
(2)   Effective October 31, 1996, the fiscal year end changed from August 31 to
      October 31.
(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 that 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.


                                        GROWTH - PACIFIC BASIN EQUITIES FUND  15
<PAGE>

Short-Term Strategic Income Fund

REGISTRANT NAME:
JOHN HANCOCK INVESTMENT TRUST III   TICKER SYMBOL
                                          CLASS A: JHSAX   CLASS B: FRSWX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip Art] The fund seeks a high level of current income. To pursue this goal,
the fund invests primarily in debt securities issued or guaranteed by:

o  foreign governments and companies including those in emerging markets
o  the U.S. Government, its agencies or instrumentalities
o  U.S. companies

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

PORTFOLIO SECURITIES

[Clip Art] 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 up to 67% of assets in securities rated as low as B and their unrated
equivalents. Bonds rated lower than BBB/Baa 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, including derivatives, and may engage in other investment
practices.

RISK FACTORS

   
[Clip Art] 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 currency, information, natural event and political risks. Junk
bonds may carry above-average credit and market risks and mortgage-backed
securities may carry extension and prepayment risks. These risks are defined in
"More about risk" starting on page 31.

To the extent that the fund 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

[Clip Art] Anthony A. Goodchild and Lawrence J. Daly lead the portfolio
management team. Messrs. Goodchild and Daly are senior vice presidents and
joined John Hancock Funds in July 1994, having been in the investment business
since 1968 and 1972, respectively.
    

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

[Clip Art] 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)                        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

- --------------------------------------------------------------------------------
Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
Management fee                                             0.65%     0.65%
12b-1 fee(3)                                               0.30%     1.00%
Other expenses                                             0.48%     0.48%
Total fund operating expenses                              1.43%     2.13%

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%.

- --------------------------------------------------------------------------------
Share class                                  Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
Class A shares                               $44     $74      $106     $196
Class B shares
  Assuming redemption
  at end of period                           $52     $87      $114     $204
  Assuming no redemption                     $22     $67      $114     $204

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.


16  INCOME - SHORT-TERM STRATEGIC INCOME FUND
<PAGE>

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

[Clip Art] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

[The following table was represented as a bar graph in the printed materials.]

<TABLE>
<S>                                           <C>            <C>         <C>         <C>         <C>        <C>       <C>
Volatility, as indicated by Class B
year-by-year total investment return (%)      8.85(4)        0.64        5.98        1.93        7.97       7.89      4.83
(scale varies from fund to fund)
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
 Class A - period ended:                                  10/92(1)        10/93        10/94        10/95        10/96      10/97
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                                      <C>            <C>          <C>          <C>          <C>        <C>
 Per share operating performance
 Net asset value, beginning of period                      $9.86          $9.32        $9.12        $8.47        $8.41      $8.46
 Net investment income (loss)                               0.65           0.83(2)      0.76(2)      0.77(2)      0.65       0.61(2)
 Net realized and unrealized gain (loss) on
   investments and
   foreign currency transactions                           (0.55)         (0.20)       (0.53)       (0.06)        0.05      (0.15)
 Total from investment operations                           0.10           0.63         0.23         0.71         0.70       0.46
 Less distributions:
   Dividends from net investment income                    (0.64)         (0.83)       (0.62)       (0.61)       (0.57)     (0.52)
   Distributions in excess of net investment income           --             --        (0.04)          --           --      (0.08)
   Distributions in excess of net realized gain on
     investments sold                                         --             --        (0.12)          --           --         --
   Distributions from capital paid-in                         --             --        (0.10)       (0.16)       (0.08)     (0.01)
   Total distributions                                     (0.64)         (0.83)       (0.88)       (0.77)       (0.65)     (0.61)
 Net asset value, end of period                            $9.32          $9.12        $8.47        $8.41        $8.46      $8.31
 Total investment return at net asset value(3) (%)          1.16(4)        6.78         2.64         8.75         8.60       5.55
 Ratios and supplemental data
 Net assets, end of period (000s omitted) ($)             20,468         11,130       13,091       16,997       49,338     64,059
 Ratio of expenses to average net assets (%)                1.37(4)        1.21         1.26         1.33         1.48       1.43
 Ratio of net investment income (loss) to average
   net assets (%)                                           8.09(4)        8.59         8.71         9.13         7.59       7.22
 Portfolio turnover rate (%)                                  86            306          150          147           77         71

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
 Class B - period ended:                          10/91(1)         10/92       10/93       10/94       10/95      10/96     10/97
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                              <C>            <C>         <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      $8.40     $8.45
 Net investment income (loss)                        0.76           0.87        0.75(2)     0.70(2)     0.70(2)    0.59      0.55(2)
 Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions                                      0.01          (0.80)      (0.20)      (0.53)      (0.06)      0.05     (0.15)
 Total from investment operations                    0.77           0.07        0.55        0.17        0.64       0.64      0.40
 Less distributions:
   Dividends from net investment income             (0.76)         (0.77)      (0.75)      (0.56)      (0.56)     (0.52)    (0.47)
   Distributions in excess of net
     investment income                                 --             --          --       (0.04)         --         --     (0.07)
   Distributions in excess of net realized
     gain on investments sold                          --             --          --       (0.12)         --         --        --
   Distributions from capital paid-in                  --             --          --       (0.10)      (0.14)     (0.07)    (0.01)
   Total distributions                              (0.76)         (0.77)      (0.75)      (0.82)      (0.70)     (0.59)    (0.55)
 Net asset value, end of period                    $10.01          $9.31       $9.11       $8.46       $8.40      $8.45     $8.30
 Total investment return at net asset
   value(3) (%)                                      8.85(4)        0.64        5.98        1.93        7.97       7.89      4.83
 Total adjusted investment return at net
   asset value(3,5) (%)                              8.81(4)          --          --          --          --         --        --
 Ratios and supplemental data
 Net assets, end of period (000s omitted) ($)     218,562        236,059     142,873      98,390      84,601     48,137    25,908
 Ratio of expenses to average net assets (%)         1.89(4)        2.07        2.01        1.99        2.07       2.12      2.13
 Ratio of adjusted expenses to average net
   assets(6) (%)                                     1.93(4)          --          --          --          --         --        --
 Ratio of net investment income to average
   net assets (%)                                    8.72(4)        8.69        7.81        8.00        8.40       7.07      6.51
 Ratio of adjusted net investment income
   to average net assets(6) (%)                      8.68(4)          --          --          --          --         --        --
 Portfolio turnover rate (%)                           22             86         306         150         147         77        71
 Fee reduction per share ($)                       0.0039             --          --          --          --         --        --
</TABLE>

(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 total return calculation that does not take into
      consideration fee reductions by the adviser during the periods shown.
(6)   Unreimbursed, without fee reduction.


                                   INCOME - SHORT-TERM STRATEGIC INCOME FUND  17
<PAGE>

World Bond Fund

REGISTRANT NAME:
JOHN HANCOCK INVESTMENT TRUST III         TICKER SYMBOL
                                                CLASS A: FGLAX   CLASS B: FGLIX
- --------------------------------------------------------------------------------

GOAL AND STRATEGY

[Clip Art] 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:

o  foreign governments and companies including those in emerging markets
o  multinational organizations such as the World Bank
o  the U.S. Government, its agencies or instrumentalities

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

PORTFOLIO SECURITIES

[Clip Art] The fund may invest in all types of debt securities of any maturity,
including preferred and convertible securities. Less than 35% of assets may be
invested in junk bonds rated as low as CCC/Caa, or equivalent.

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, including derivatives, and may engage in
other investment practices.

RISK FACTORS

[Clip Art] As with most bond 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, particularly in emerging markets, carries additional
risks, including currency, information, natural event and political risks. Junk
bonds may carry above-average credit and market risks and mortgage-backed
securities may carry extension and prepayment risks. These risks are defined in
"More about risk" starting on page 31.

To the extent that the fund 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

[Clip Art] Anthony A. Goodchild and Lawrence J. Daly lead the portfolio
management team. Messrs. Goodchild and Daly are senior vice presidents and
joined John Hancock Funds in July 1994, having been in the investment business
since 1968 and 1972, respectively.
    

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

[Clip Art] 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)                        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

- --------------------------------------------------------------------------------
 Annual fund operating expenses (as a % of average net assets)
- --------------------------------------------------------------------------------
 Management fee                                             0.75%     0.75%
 12b-1 fee(3)                                               0.30%     1.00%
 Other expenses                                             0.63%     0.63%
 Total fund operating expenses                              1.68%     2.38%

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%.

- --------------------------------------------------------------------------------
 Share class                                 Year 1  Year 3   Year 5   Year 10
- --------------------------------------------------------------------------------
 Class A shares                              $61      $96     $132     $235
 Class B shares
   Assuming redemption
   at end of period                          $74     $104     $147     $254
   Assuming no redemption                    $24      $74     $127     $254

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.


18  INCOME - WORLD BOND FUND
<PAGE>

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

[Clip Art] The figures below have been audited by the fund's independent
auditors, Price Waterhouse LLP.

[The following table was represented as a bar graph in the printed materials.]

<TABLE>
<S>                                        <C>    <C>   <C>     <C>     <C>   <C>    <C>      <C>     <C>    <C>
Volatility, as indicated by Class B
year-by-year total investment return (%)   20.09  5.47  11.84   10.44   1.72  6.77   (1.88)   11.51   4.78   2.43
(scale varies from fund to fund)
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                               10/92(1)        10/93      10/94         10/95        10/96        10/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>         <C>          <C>          <C>          <C>
Per share operating performance
Net asset value, beginning of period                   $10.57         $9.76      $9.62         $8.85        $9.30        $9.28
Net investment income (loss)                             0.64          0.76       0.64(2)       0.57(2)      0.51(2)      0.53(2)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions           (0.74)        (0.10)     (0.78)         0.48        (0.02)       (0.25)
Total from investment operations                        (0.10)         0.66      (0.14)         1.05         0.49         0.28
Less distributions:
  Dividends from net investment income                  (0.71)        (0.38)     (0.11)        (0.59)       (0.50)       (0.25)
  Distributions in excess of net investment
    income                                                 --         (0.04)        --            --           --        (0.02)
  Distributions from capital paid-in                       --         (0.38)     (0.52)        (0.01)       (0.01)       (0.26)
  Total distributions                                   (0.71)        (0.80)     (0.63)        (0.60)       (0.51)       (0.53)
Net asset value, end of period                          $9.76         $9.62      $8.85         $9.30        $9.28        $9.03
Total investment return at net asset
  value(3) (%)                                          (0.88)(4)      7.14      (1.30)        12.25         5.48         3.15
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)           12,880        12,882      8,949        35,334       27,537       28,959
Ratio of expenses to average net assets (%)              1.41(4)       1.46       1.59          1.48         1.58         1.68(5)
Ratio of net investment income (loss)
  to average net assets (%)                              7.64(4)       7.89       7.00          6.43         5.54         5.84
Portfolio turnover rate (%)                               476           363        174           263          214          153

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                    10/88      10/89      10/90      10/91      10/92      10/93      10/94
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>        <C>
Per share operating performance
Net asset value, beginning of period      $10.32     $10.98     $10.21     $10.38     $10.44      $9.74      $9.62
Net investment income (loss)                0.67       0.83       0.85       0.90       0.78       0.72       0.59(2)
Net realized and unrealized gain
  (loss) on investments
  and foreign currency transactions         1.31      (0.27)      0.28       0.13      (0.59)     (0.09)     (0.78)
Total from investment operations            1.98       0.56       1.13       1.03       0.19       0.63      (0.19)
Less distributions:
  Dividends from net investment income     (0.68)     (0.84)     (0.85)     (0.73)     (0.89)     (0.33)     (0.06)
  Distributions from net realized gain
    on investments                         (0.64)     (0.49)        --      (0.24)        --         --         --
  Distributions in excess of net
    investment income                         --         --         --         --         --      (0.04)        --
  Distributions from capital paid-in          --         --      (0.11)        --         --      (0.38)     (0.52)
  Total distributions                      (1.32)     (1.33)     (0.96)     (0.97)     (0.89)     (0.75)     (0.58)
Net asset value, end of period            $10.98     $10.21     $10.38     $10.44      $9.74      $9.62      $8.85
Total investment return at net
  asset value(3) (%)                       20.09       5.47      11.84      10.44       1.72       6.77      (1.88)
Ratios and supplemental data
Net assets, end of period
  (000s omitted) ($)                     174,833    255,214    186,524    192,687    199,102    197,166    114,656
Ratio of expenses to average net
  assets (%)                                1.74       1.75       1.82       1.90       1.91       1.91       2.17
Ratio of net investment income
  (loss) to average net assets (%)          6.04       8.07       8.67       8.74       7.59       7.45       6.41
Portfolio turnover rate (%)                  364        333        186        159        476        363        174

<CAPTION>
- --------------------------------------------------------------------------------
Class B - period ended:                  10/95         10/96         10/97
- --------------------------------------------------------------------------------
<S>                                     <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period     $8.85         $9.30         $9.28
Net investment income (loss)              0.55(2)       0.45(2)       0.47(2)
Net realized and unrealized gain
  (loss) on investments
  and foreign currency transactions       0.44         (0.02)        (0.25)
Total from investment operations          0.99          0.43          0.22
Less distributions:
  Dividends from net investment income   (0.53)        (0.44)        (0.23)
  Distributions from net realized gain
    on investments                          --            --            --
  Distributions in excess of net
    investment income                       --            --         (0.01)
  Distributions from capital paid-in     (0.01)        (0.01)        (0.23)
  Total distributions                    (0.54)        (0.45)        (0.47)
Net asset value, end of period           $9.30         $9.28         $9.03
Total investment return at net
  asset value(3) (%)                     11.51          4.78          2.43
Ratios and supplemental data
Net assets, end of period
  (000s omitted) ($)                    65,600        45,897        24,082
Ratio of expenses to average net
  assets (%)                              2.16          2.25          2.38(5)
Ratio of net investment income
  (loss) to average net assets (%)        6.03          4.87          5.13
Portfolio turnover rate (%)                263           214           153
</TABLE>

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


                                                    INCOME - WORLD BOND FUND  19
<PAGE>

Your account

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

   
All John Hancock international/global funds offer two classes of shares, Class A
and Class B. In addition, Class C shares are available for International Fund.
Each class has its own cost structure as outlined below, allowing you to choose
the one that best meets your requirements. For more details, see "How sales
charges are calculated." Your financial representative can help you decide which
share class is best for you.
    

- --------------------------------------------------------------------------------
 Class A - for all funds
- --------------------------------------------------------------------------------

     o    Front-end sales charges. There are several ways to reduce these
          charges, described under "Sales charge reductions and waivers" on the
          following page.

     o    Lower annual expenses than Class B and Class C shares.

- --------------------------------------------------------------------------------
 Class B - for all funds
- --------------------------------------------------------------------------------

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

     o    Higher annual expenses than Class A shares.

   
     o    A contingent deferred sales charge that declines from 5% over six
          years (3% over four years for Short-Term Strategic Income Fund).
    

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

- --------------------------------------------------------------------------------
 Class C - for International Fund
- --------------------------------------------------------------------------------

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

     o    Higher annual expenses than Class A shares.

     o    A 1% contingent deferred sales charge on shares sold within one year
          of purchase.

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

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

       

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

Class A Sales charges are as follows:

- --------------------------------------------------------------------------------
 Class A sales charges - Short-Term Strategic Income
- --------------------------------------------------------------------------------
                            As a % of           As a % of your
 Your investment            offering price      investment

 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

- --------------------------------------------------------------------------------
 Class A sales charges - World Bond
- --------------------------------------------------------------------------------
                            As a % of           As a % of your
 Your investment            offering price      investment

 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

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

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:

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

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


20  YOUR ACCOUNT
<PAGE>

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.

   
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:
    

- --------------------------------------------------------------------------------
 Class B deferred charges
- --------------------------------------------------------------------------------
 Years after            CDSC on Short-Term      CDSC on all
 purchase               Strategic Income        other fund shares
                        shares being sold       being sold
 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

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.

Class C 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) of 1% on shares you sell within one year of purchase. 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.

CDSC calculations are based on the number of shares involved, not on the value
of your account. Each time you place a request to sell shares we will first sell
any shares in your account that carry no CDSC.

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.

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

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

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

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

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

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

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

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

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

o    to make payments through certain systematic withdrawal plans

o    to make certain distributions from a retirement plan

o    because of shareholder death or disability

   
o    to purchase a John Hancock Declaration annuity
    

To utilize: if you think you may be eligible for a CDSC waiver, contact your
financial representative or Signature Services, or consult the SAI.


                                                                YOUR ACCOUNT  21
<PAGE>

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

To utilize: contact your financial representative or Signature Services.

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

   
o    selling brokers and their employees and sales representatives

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

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

o    individuals transferring assets from an employee benefit plan with John
     Hancock Funds into an individual account in a John Hancock fund

o    certain insurance company contract holders (one-year CDSC usually applies)

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

o    clients of AFA, when their funds are transferred directly to Global
     Technology Fund from accounts managed by AFA

o    certain former shareholders of John Hancock National Aviation & Technology
     Fund and Nova Fund (applies to Global Technology Fund only)

To utilize: if you think you may be eligible for a sales charge waiver, contact
Signature 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:

   o non-retirement account: $1,000

   o retirement account: $250

   o group investments: $250

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

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

3  Complete the appropriate parts of the account application, carefully
   following the instructions. If you have questions, please contact your
   financial representative or call Signature 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 and your
   financial representative can initiate any purchase, exchange or sale of
   shares.


22  YOUR ACCOUNT
<PAGE>

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

By check

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

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

                                                  o Deliver the check and your
                                                    investment slip or note to
                                                    your financial
                                                    representative, or mail
                                                    them to Signature Services
                                                    (address below).

By exchange

[Clip art]     o Call your financial              o Call your financial
                 representative or Signature        representative or Signature
                 Services to request an             Services to request an
                 exchange.                          exchange.

By wire

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

By phone

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

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

                                                 o Call Signature Services to
                                                   verify that these features
                                                   are in place on your account.

                                                 o Tell the Signature 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 Signature Services, Inc.
1 John Hancock Way, Suite 1000
Boston, MA  02217-1000

Phone number
1-800-225-5291

Or contact your financial representative
for instructions and assistance.

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

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


                                                               YOUR ACCOUNT   23
<PAGE>

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

By letter

[Clip art] o Accounts of any type.            o Write a letter of instruction
                                                or complete a stock power
           o Sales of any amount.               indicating the fund name, your
                                                share class, your account
                                                number, the name(s) in which
                                                the account is registered and
                                                the dollar value or number of
                                                shares you wish to sell.

                                              o Include all signatures and any
                                                additional documents that may
                                                be required (see next page).

                                              o Mail the materials to Signature
                                                Services.

                                              o A check will be mailed to the
                                                name(s) and address in which
                                                the account is registered, or
                                                otherwise according to your
                                                letter of instruction.

By phone

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

                                              o To place your order with a
                                                representative at John Hancock
                                                Funds, call Signature Services
                                                between 8 A.M. and 4 P.M.
                                                Eastern Time on most business
                                                days.

By wire or electronic funds transfer (EFT)

[Clip art] o Requests by letter to            o Fill out the "Telephone
             sell any amount (accounts          Redemption" section of your
             of any type).                      new account application.

           o Requests by phone to sell        o To verify that the telephone
             up to $100,000 (accounts           redemption privilege is in
             with telephone redemption          place on an account, or to
             privileges).                       request the forms to add it
                                                to an existing account, call
                                                Signature Services.

                                              o Amounts of $1,000 or more will
                                                be wired on the next business
                                                day. A $4 fee will be deducted
                                                from your account.

                                              o Amounts of less than $1,000
                                                may be sent by EFT or by check.
                                                Funds from EFT transactions
                                                are generally available by
                                                the second business day.
                                                Your bank may charge a fee
                                                for this service.

By exchange

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

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

By check

[Clip art] o Short-Term Strategic Income      o Request checkwriting on your
             Fund only.                         account application.

           o Any account with                 o Verify that the shares to be
             checkwriting privileges.           sold were purchased more
                                                than 10 days earlier or were
           o Sales of over $100.                purchased by wire.

                                              o Write a check for any amount
                                                over $100.

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

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

                                       Phone
                                       1-800-225-5291

                                       Or contact your financial representative
                                       for instructions and assistance.

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

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


24   YOUR ACCOUNT
<PAGE>

Selling shares in writing In certain circumstances, you will need to make your
request to sell shares in writing. You may need to include additional items with
your request, 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:

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

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

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

   
The signature guarantee must be from a member of the Signature Guarantee
Medallion Program (generally, a broker or securities dealer). We may refuse any
other source. A notary public CANNOT provide a signature guarantee.
    

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

Owners of individual, joint,            o Letter of instruction.
sole proprietorship, UGMA/UTMA          o On the letter, the signatures and
(custodial accounts for minors)           titles of all persons authorized to
or general partner accounts.              sign for the account, exactly as
                                          the account is registered.
                                        o Signature guarantee if applicable
                                          (see above).

Owners of corporate or                  o Letter of instruction.
association accounts.                   o Corporate resolution, certified
                                          within the past twelve months.
                                        o On the letter and the resolution,
                                          the signature of the person(s)
                                          authorized to sign for the account.
                                        o Signature guarantee if applicable
                                          (see above).

Owners or trustees of trust accounts.   o Letter of instruction.
                                        o On the letter, the signature(s) of
                                          the trustee(s).
                                        o 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 twelve months.
                                        o Signature guarantee if applicable
                                          (see above).

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

Executors of shareholder estates.       o Letter of instruction signed by
                                          executor.
                                        o Copy of order appointing executor.
                                        o Signature guarantee if applicable
                                          (see above).

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


                                                               YOUR ACCOUNT   25
<PAGE>

- --------------------------------------------------------------------------------
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 through Friday. Buy and sell requests are
executed at the next NAV to be calculated after your request is received by
Signature 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, Signature Services will take
measures to verify the identity of the caller, such as asking for name, account
number, Social Security or other taxpayer ID number and other relevant
information. If appropriate measures are taken, Signature Services is not
responsible for any losses that may occur to any account due to an unauthorized
telephone call. Also for your protection, telephone transactions are not
permitted on accounts whose names or addresses have changed within the past 30
days. Proceeds from telephone transactions can only be mailed to the address of
record.

   
Exchanges You may exchange shares of one John Hancock fund for shares of the
same class of any other, generally without paying any additional sales charges.
The registration for both accounts involved must be identical. Class B and Class
C shares will continue to age from the original date and will retain the same
CDSC rate as they had before the exchange, except that the rate will change to
the new fund's rate if that 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 also refuse any exchange order.
A fund may change or cancel its exchange policies at any time, upon 60 days'
notice to its shareholders.

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

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

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.

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

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

o  after every transaction (except a dividend reinvestment) that affects your
   account balance
o  after any changes of name or address of the registered owner(s)
o  in all other circumstances, every quarter

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

Dividends The 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.


26  YOUR ACCOUNT
<PAGE>

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.

Some dividends paid in January may be taxable as if they had been paid the
previous December. Corporations may be entitled to take a dividends-received
deduction for a portion of certain dividends they receive from the growth funds.
Dividends may include a return of capital.

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

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

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

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

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

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

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

o  Make sure you have at least $5,000 worth of shares in your account.
o  Make sure you are not planning to invest more money in this account (buying
   shares during a period when you are also selling shares of the same fund is
   not advantageous to you, because of sales charges).
o  Specify the payee(s). The payee may be yourself or any other party, and there
   is no limit to the number of payees you may have, as long as they are all on
   the same payment schedule.
o  Determine the schedule: monthly, quarterly, semi-annually, annually or in
   certain selected months.
o  Fill out the relevant part of the account application. To add a systematic
   withdrawal plan to an existing account, contact your financial representative
   or Signature Services.

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


                                                                YOUR ACCOUNT  27
<PAGE>

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, an independent body that 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 it is in the
shareholders' best interests.

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").

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

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

Distribution and
shareholder services

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

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

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

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

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

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

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

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

                         -------------------------------
                                  Subadvisers

                          American Fund Advisors, Inc.
                               1415 Kellum Place
                             Garden City, NY 11530

                             John Hancock Advisers
                             International Limited
                                34 Dover Street
                               London, UK W1X 3RA

                         Indocam Asia Advisers Limited
                              One Exchange Square
                                   Hong Kong

   
                             Indocam International
                              Investment Services
                              90 Boulevard Pasteur
                              Paris, France 75015
    

                          Provide portfolio management
                                to certain funds
                         -------------------------------

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

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

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

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

                           Investors Bank & Trust Co.
                              200 Clarendon Street
                                Boston, MA 02116

                      State Street Bank and Trust Company
                              225 Franklin Street
                                Boston, MA 02110

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

                                                                         Asset 
                                                                      management

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

                        Supervise the funds' activities.
                      ------------------------------------


28  FUND DETAILS
<PAGE>

Accounting compensation The funds (except for Global Technology) compensate the
adviser for performing tax and financial management services. Annual
compensation is not expected to exceed 0.02% of each fund's average net assets.
Global Technology pays a $100,000 administration fee to the adviser.

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

Investment goals Except for European Equity Fund, Global Rx Fund, International
Fund and World Bond Fund, each fund's investment goal is fundamental and may
only be changed with shareholder approval.
    

Diversification Except for Global Rx Fund, Short-Term Strategic Income Fund and
World Bond Fund, all of the 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 funds' 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. 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.

Distribution fees may be used to pay for sales compensation to financial
services firms, marketing and overhead expenses and, for Class B and Class C
shares, interest expenses.

- --------------------------------------------------------------------------------
 Class B unreimbursed distribution expenses(1)
- --------------------------------------------------------------------------------
                                 Unreimbursed         As a % of
 Fund                            expenses             net assets

   
 European Equity Fund                        N/A          N/A
 Global                          $       795,893        2.56%
 Global Rx                       $       466,209        1.06%
 Global Technology               $     1,198,204        2.00%
 International                   $       460,399        4.90%
 Pacific Basin Equities          $     1,045,211        3.85%
 Short-Term Strategic Income     $     2,554,608        7.17%
 World Bond                      $     5,324,432       15.75%
    

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

   
Class C Class C shares began operations after the 1997 fiscal year. Therefore,
there are no unreimbursed expenses to report.
    

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.

Financial services firms selling large amounts of fund shares may receive extra
compensation. This compensation, which John Hancock Funds pays out of its own
resources, may include asset retention fees as well as reimbursement for
marketing expenses.


                                                                FUND DETAILS  29
<PAGE>

<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               --                     0.75%                  0.25%                  1.00%
 Next $1 - $5M above that             --                     0.25%                  0.25%                  0.50%
 Next $1 or more above that           --                     0.00%                  0.25%                  0.25%

 Waiver investments(2)                --                     0.00%                  0.25%                  0.25%

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
 Class B investments
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         Maximum
                                                         reallowance              First year             Maximum
                                                         or commission            service fee            total compensation
                                                         (% of offering price)    (% of net investment)  (% of offering price)

 <S>                                                     <C>                      <C>                    <C>
 Short-Term Strategic Income Fund
 All amounts                                             2.25%                    0.25%                  2.50%

 All other funds
 All amounts                                             3.75%                    0.25%                  4.00%

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
 Class C investments
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         Maximum
                                                         reallowance              First year             Maximum
                                                         or commission            service fee            total compensation
                                                         (% of offering price)    (% of net investment)  (% of offering price)

 <S>                                                     <C>                      <C>                    <C>
 All amounts                                             0.75%                    0.25%                  1.00%
</TABLE>

   
(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. For European
     Equity Fund, John Hancock Funds may allow an amount up to the full
     applicable sales charge.
    

(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 pay commissions
when there is no initial sales charge.


30  FUND DETAILS
<PAGE>

- --------------------------------------------------------------------------------
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 that a fund utilizes these
securities or practices, its overall performance may be affected, either
positively or negatively. On the following pages 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 markets have performed better over
the past two decades than domestic markets.

- --------------------------------------------------------------------------------
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.

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

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

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 less advantageous
investments.

Political risk The risk of losses attributable to government or political
actions, from changes in tax or trade statutes to governmental collapse and war.

Prepayment risk The risk that unanticipated prepayments may occur during periods
of falling interest rates, 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.

   
Year 2000 risk The risk that the funds' operations could be disrupted by the
year 2000-related computer system problems. Although the adviser and the funds'
service providers are taking steps to address this issue, there may still be
some risk of adverse effects. Common to all mutual funds.
    


                                                                FUND DETAILS  31
<PAGE>

- --------------------------------------------------------------------------------
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). Numbers in this table show allowable usage only; for actual
usage, consult the fund's annual/semiannual reports.

10    Percent of total assets (italic type)

10    Percent of net assets (roman type)

*     No policy limitation on usage; fund may be using currently

o     Permitted, but has not typically been used

- --    Not permitted

   
<TABLE>
<CAPTION>
                                                European                                            Pacific    Short-Term
                                                Equity             Global   Global       Inter-     Basin      Strategic     World
                                                Fund      Global   RX       Technology   national   Equities   Income         Bond
- ----------------------------------------------------------------------------------------------------------------------------------
Investment practices                                   
                                                       
<S>                                              <C>        <C>     <C>       <C>          <C>       <C>         <C>          <C>
Borrowing; reverse repurchase agreements               
The borrowing of money from banks or through           
reverse repurchase agreements.                         
Leverage, credit risks.                          33.3       10      33.3        10         33.3      33.3        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.                                     33.3       10      33.3      33.3         33.3      33.3        30           30
                                                       
Short sales The selling of securities which            
have been borrowed on the expectation that             
the market price will drop.                            
o  Hedged. Hedged leverage, market,                    
   correlation, liquidity, opportunity risks.       o       --         o        --            o         o        --           --
o  Speculative. Speculative leverage, market,          
   liquidity risks.                                --       --         o        --            o        --        --           --
                                                       
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.                           20        5        35(1)     10(2)        35(1)     35(1)      *(1)         *(1)
                                                       
Non-investment-grade debt securities  Debt             
securities rated below BBB/Baa are considered          
junk bonds. Credit, market, interest rate,             
liquidity, valuation, information risks.           --       --        35        10(2)        --        --        67           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.                               --        o         o         o            o         o         *            *
                                                       
Mortgage-backed securities  Securities                 
backed by pools of mortgages, including                
pass-through certificates, PACs, TACs                  
and other senior classes of                            
collateralized mortgage obligations                    
(CMOs). Credit, extension, prepayment,                 
liquidity, interest rate risks.                    --        o         o         o            o         o         *            *
                                                       
Participation interests Securities                     
representing an interest in another                    
security or in bank loans. Credit,                     
interest rate, liquidity,                              
valuation risks.                                   --       --        --        10(2)        --        --        15(3)        15(3)
</TABLE>                                               
    
                                                       
                                                       
32  FUND DETAILS                                       
<PAGE>                                                 
                                                       
   
<TABLE>                                                
<CAPTION>                                              
- ----------------------------------------------------------------------------------------------------------------------------------
Higher-risk securities and practices (cont'd)          
- ----------------------------------------------------------------------------------------------------------------------------------
                                                European                                            Pacific    Short-Term
                                                Equity             Global   Global       Inter-     Basin      Strategic     World
                                                Fund      Global   RX       Technology   national   Equities   Income         Bond
- ----------------------------------------------------------------------------------------------------------------------------------
Leveraged derivative securities                        
                                                       
<S>                                               <C>       <C>       <C>       <C>          <C>       <C>       <C>          <C>
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.                     
o  Hedged. Currency, hedged leverage,                  
   correlation, liquidity, opportunity                 
   risks.                                          *        *         *         *            *         *         *            *
o  Speculative. Currency, speculative                  
   leverage, liquidity risks.                      *        o         o         o            o         o         o            o
                                                       
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.                      
o  Futures and related options.                        
   Interest rate, currency, market,                    
   hedged or speculative leverage,                     
   correlation, liquidity, opportunity                 
   risks.                                          *        *         *         o            *         *         *            *
o  Options on securities and indices.                  
   Interest rate, currency, market,                    
   hedged or speculative leverage,                     
   correlation, liquidity, credit,                     
   opportunity risks.                              *        o         o         o            o         o         o            o
                                                       
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(2)        *         *         *            *
</TABLE>                                           
    

(1)   No more than 25% of the fund's assets will be invested in securities of
      any one foreign government.
(2)   Included in the 10% limitation on debt securities.
(3)   Included in the 15% limitation on illiquid securities.

- --------------------------------------------------------------------------------
  Analysis of funds with 5% or more in junk bonds(1)
- --------------------------------------------------------------------------------

[The table below was represented by a bar chart in the printed materials.]

<TABLE>
<CAPTION>
           Quality rating          Short-Term Strategic          Quality rating            World Bond
           (S&P/Moody's)(2)        Income Fund                   (S&P/Moody's)(2)          Fund

<S>        <C>                       <C>               <C>       <C>                         <C>
Invest-    AAA/Aaa                   40.8%             Invest-   AAA/Aaa                     70.2%
ment-      AA/Aa                      0.0%             ment-     AA/Aa                        0.0%
Grade      A/A                        5.4%             Grade     A/A                          0.4%
Bonds      BBB/Baa                    8.0%             Bonds     BBB/Baa                      0.3%
- ------------------------------------------------------------------------------------------------------
Junk       BB/Ba                     32.0%             Junk      BB/Ba                       17.9%
Bonds      B/B                        9.9%             Bonds     B/B                          8.3%
           CCC/Caa                    0.0%                       CCC/Caa                      0.0%
           CC/Ca                      0.0%                       CC/Ca                        0.0%
           C/C                        0.0%                       C/C                          0.0%
           D                          0.0%                       D                            0.0%
           % of portfolio in bonds   96.1%                       % of portfolio in bonds     97.1%
</TABLE>

o     Rated by Standard & Poor's or Moody's    Rated by the adviser

(1)   Average weighted quality distribution for the most recent fiscal year.

   
(2)   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.
    


                                                                FUND DETAILS  33
<PAGE>

For more information

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

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

ANNUAL/SEMIANNUAL 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/semiannual 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). You may visit
the Securities and Exchange Commission's Internet website (www.sec.gov) to view
the SAI, material incorporated by reference and other information.

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

   
John Hancock Signature Services, Inc.
1 John Hancock Way, Suite 1000
Boston, MA 02217-1000
Telephone: 1-800-225-5291
EASI-Line: 1-800-338-8080
TDD: 1-800-544-6713
Internet: www.jhancock.com/funds
    

[LOGO] John Hancock Funds
       A Global Investment Management Firm

       101 Huntington Avenue
       Boston, Massachusetts 02199-7603

       John Hancock(R)                        (C) 1996 John Hancock Funds, Inc.
                                                                    GLIPN  6/98


<PAGE>


                        JOHN HANCOCK EUROPEAN EQUITY FUND

                           Class A and Class B Shares
                       Statement of Additional Information

   
                      March 1, 1998 as revised June 1, 1998
    

   
This Statement of Additional Information provides information about John Hancock
European  Equity  Fund (the  "Fund")  in  addition  to the  information  that is
contained  in the  Prospectus  dated March 1, 1998 as revised  June 1, 1998 (the
"Prospectus").  The Fund is a diversified series of John Hancock World Fund (the
"Trust").
    

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


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

                                TABLE OF CONTENTS
                                                                            Page
Organization of the Fund.......................................................2
Investment Objective and Policies..............................................2
Investment Restrictions.......................................................11
Those Responsible for Management..............................................14
Investment Advisory and Other Services........................................22
Distribution Contracts........................................................24
Net Asset Value...............................................................26
Initial Sales Charge on Class A Shares........................................26
Deferred Sales Charge on Class B Shares.......................................29
Special Redemptions...........................................................32
Additional Services and Programs..............................................33
Description of the Fund's Shares..............................................35
Tax Status....................................................................36
Calculation of Performance....................................................41
Brokerage Allocation..........................................................42
Transfer Agent Services.......................................................44
Custody of Portfolio..........................................................44
Independent Auditors..........................................................44
Appendix A - Description of Bond Ratings ....................................A-1
Financial Statements.........................................................F-1


                                       1
<PAGE>


ORGANIZATION OF THE FUND

The Fund is a series of the Trust, an open-end,  investment  management  company
organized as a Massachusetts  business trust on August 8, 1986 under the laws of
The Commonwealth of Massachusetts.

John Hancock Advisers, Inc. (the "Adviser") is the Fund's investment adviser and
provides  advice with respect to any  investments  in the U.S. 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's Sub-Adviser,  Indocam International Investment Services ("IIIS") (the
"Sub-Adviser"),  is an experienced  investment  adviser for funds  authorized to
invest  in  Europe,  and  investment  personnel  of IIIS  also act as  portfolio
managers of IIIS in connection  with these European  funds.  IIIS is responsible
for providing  advice to the Fund with respect to investments  other than in the
U.S.,  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.
The  Fund  will  seek to  accomplish  this  objective  through  investment  in a
diversified  portfolio of European equity  securities.  These issuers ("European
Issuers") will consist of:

         (1) companies the equity securities of which are traded  principally on
         stock exchanges in Europe; (2) companies deriving at least 50% of their
         total revenue from goods produced, sales made or services
              performed in Europe; or
(3) companies that are organized under the laws of European countries,

The  principal  European  countries  in  which  the  Fund  will  invest  are the
established  markets  of  Germany,  France,  England,  Sweden,  Denmark,  Spain,
Switzerland, Italy, Netherlands, Belgium, Norway, Portugal, Ireland and Finland.
There can be no assurance that the Fund will achieve its investment objective.

Under normal  conditions,  the Fund will invest at least 80% its total assets in
the equity  securities  (consisting  of common  stock,  warrants and  securities
convertible  into common stock) of European  Issuers.  The balance of the Fund's
assets will be invested in (1) equity securities of European Issuers which trade
principally  on  developing  or  "emerging"   market  stock  exchanges  and  (2)
investment grade debt securities  (i.e.,  rated BBB, Baa or higher by Standard &
Poor's Ratings Group ("S&P") or Moody's Investors  Services,  Inc.  ("Moody's"),
or, if unrated by either such service, determined to be of comparable quality by
the Adviser or the  Sub-Adviser) of U.S. and European  companies and governments
and U.S. and European bank certificates of deposit. Debt securities rated BBB or
Baa and unrated  securities of equivalent  quality are  considered  medium-grade
obligations with speculative characteristics, and adverse economic conditions or
changing  circumstances  may weaken the  issuer's  capacity to pay  interest and
repay principal.

Under  normal  conditions,  up to 20% 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-Adviser believe it is appropriate to maintain a
defensive  position,  all or any part of the Fund's  assets  may be  temporarily
invested in money market instruments,  including but not limited to governmental

                                       2
<PAGE>

obligations, certificates of deposit, bankers' acceptances, commercial paper and
investment  grade  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.

   
The Fund has not  established  any  limitations on the allocation of investments
among the European  countries.  The portion of the Fund's assets to be allocated
to each of the  European  countries  will be  determined  by the Adviser and the
Subadviser.  In making  this  allocation  several  factors  will be  considered,
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 consideration, the domestic
and  international  strength of the  leading  industrial  sectors  and  currency
stability relative to the U.S.
    

Investment in Foreign Securities. The Fund may invest directly in the securities
of foreign issuers as well as in the form of sponsored and unsponsored  American
Depository  Receipts ("ADRs"),  European  Depository  Receipts ("EDRs") or other
securities  convertible  into securities of foreign issuers.  These  convertible
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 a United
States 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.

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

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

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

With respect to certain foreign  countries,  there is the possibility of adverse
changes  in  investment   or  exchange   control   regulations,   expropriation,
nationalization or confiscatory  taxation limitations on the removal of funds or

                                       3
<PAGE>

other  assets  of the  Fund,  political  or social  instability,  or  diplomatic
developments  which could affect United States  investments in those  countries.
Moreover,  individual foreign economies may differ favorably or unfavorably from
the United States' economy in terms of growth of gross national product, rate of
inflation,  capital  reinvestment,  resource  self-sufficiency  and  balance  of
payments position.

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

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.

Foreign Currency Transactions. The Fund's foreign currency exchange transactions
may be conducted on a spot (i.e., cash) basis at the spot rate for purchasing or
selling currency  prevailing in the foreign  exchange market.  The Fund may also
enter into forward foreign  currency  exchange  contracts to enhance return,  to
hedge against  fluctuations  in currency  exchange rates  affecting a particular
transaction or portfolio  position,  or as a substitute for the purchase or sale
of a currency or assets  denominated  in that  currency.  Forward  contracts are
agreements to purchase or sell a specified  currency at a specified  future date
and price set at the time of the contract.  Transaction  hedging is the purchase
or  sale  of  forward  foreign  currency  contracts  with  respect  to  specific
receivables or payables of the Fund accruing in connection with the purchase and
sale of its portfolio  securities  quoted or  denominated in the same or related

                                       4
<PAGE>

foreign  currencies.  Portfolio  hedging is the use of forward foreign  currency
contracts to offset portfolio  security  positions  denominated or quoted in the
same or related foreign currencies. The Fund may elect to hedge less than all of
its  foreign  portfolio   positions  deemed   appropriate  by  the  Adviser  and
Sub-Adviser.

If the Fund  purchases  a  forward  contract  or sells a  forward  contract  for
non-hedging purposes,  its custodian will segregate cash or liquid securities in
a  separate  account  of the Fund in an amount  equal to the value of the Fund's
total assets committed to the consummation of such forward contract.  The assets
in the segregated account will be valued at market daily and if the value of the
securities in the separate account declines,  additional cash or securities will
be placed in the account so that the value of the  account  will be equal to 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.

Restricted Securities.  The Fund may purchase securities that are not registered
("restricted  securities")  under  the  Securities  Act of  1933  ("1933  Act"),
including  commercial  paper  issued in reliance on Section 4(2) of the 1933 Act
and securities offered and sold to "qualified  institutional  buyers" under Rule
144A  under the 1933  Act.  The Fund  will not  invest  more than 15% of its net
assets  in  illiquid  investments.   If  the  Trustees  Adviser  or  Sub-Adviser
determines,  based upon a continuing  review of the trading markets for specific
Section 4(2) paper or Rule 144A securities,  that they are liquid, they will not
be subject to the 15% limit.  The Trustees may adopt  guidelines and delegate to
the Adviser and Sub-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 these 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.

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

                                       5
<PAGE>

value of the  underlying  securities  or lack of access to  income  during  this
period as well as the expense of enforcing its rights.

Reverse Repurchase  Agreements.  The Fund may also enter into reverse repurchase
agreements  which  involve the sale of U.S.  Government  securities  held in its
portfolio to a bank with an agreement that the Fund will buy back the securities
at a fixed  future  date at a fixed  price plus an agreed  amount of  "interest"
which may be reflected in the repurchase price.  Reverse  repurchase  agreements
are  considered  to be  borrowings by the Fund.  Reverse  repurchase  agreements
involve the risk that the market value of securities  purchased by the Fund with
proceeds  of the  transaction  may  decline  below the  repurchase  price of the
securities  sold by the Fund which it is obligated to repurchase.  The Fund will
also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse  repurchase  agreements,  the Fund will  establish and maintain 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 these
securities  (plus any  accrued  interest  thereon)  under  such  agreements.  In
addition,  the Fund will not purchase additional securities while all borrowings
exceed 5% 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 Trustees.  Under the
procedures   established   by  the  Trustees,   the  Adviser  will  monitor  the
creditworthiness of the banks involved.

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

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

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

                                       6
<PAGE>

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

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

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

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

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

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

Reasons for the absence of a liquid  secondary market on an exchange include the
following:  (i) there may be insufficient  trading  interest in certain options;
(ii)  restrictions  may be imposed by an  exchange  on opening  transactions  or
closing  transactions  or  both;  (iii)  trading  halts,  suspensions  or  other
restrictions  may be imposed  with  respect to  particular  classes or series of
options;   (iv)  unusual  or  unforeseen   circumstances  may  interrupt  normal
operations  on an  exchange;  (v) the  facilities  of an exchange or the Options
Clearing  Corporation may not at all times be adequate to handle current trading

                                       7
<PAGE>

volume;  or (vi) one or more  exchanges  could,  for economic or other  reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a  particular  class or series of  options),  in which  event the  secondary
market on that  exchange (or in that class or series of options)  would cease to
exist although  outstanding options on that exchange that had been issued by the
Options  Clearing  Corporation  as a result  of trades  on that  exchange  would
continue to be exercisable in accordance with their terms.

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

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

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

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

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

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

The Fund may,  for  example,  take a "short"  position in the futures  market by
selling futures  contracts in an attempt to hedge against an anticipated rise in
interest  rates or a decline in market  prices that would  adversely  affect the
value of the Fund's  portfolio  securities.  Such futures  contracts may include
contracts for the future  delivery of securities  held by the Fund or securities
with characteristics similar to those of the Fund's portfolio securities.

                                       8
<PAGE>

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

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

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

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

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

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

Other  Considerations.  The Fund will  engage in  futures  and  related  options
transactions  either for bona fide hedging purposes or to seek to increase total
return as  permitted by the CFTC.  To the extent that the Fund is using  futures
and related  options for hedging  purposes,  futures  contracts  will be sold to
protect  against a  decline  in the  price of  securities  that the Fund owns or
futures  contracts  will be purchased to protect the Fund against an increase in
the price of securities it intends to purchase. The Fund will determine that the
price  fluctuations  in the futures  contracts  and options on futures  used for

                                       9
<PAGE>

hedging purposes are substantially  related to price  fluctuations in securities
held by the Fund or securities or instruments  which it expects to purchase.  As
evidence  of its hedging  intent,  the Fund  expects  that on 75% or more of the
occasions on which it takes a long  futures or option  position  (involving  the
purchase of futures contracts),  the Fund will have purchased, or will be in the
process of  purchasing,  equivalent  amounts of  related  securities  (or assets
denominated  in the  related  currency)  in the cash market at the time when the
futures or option position is closed out. However,  in particular cases, when it
is economically  advantageous for the Fund to do so, a long futures position may
be  terminated  or an option may expire  without the  corresponding  purchase of
securities or other assets.

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

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

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

Perfect correlation between the Fund's futures positions and portfolio positions
will be  impossible  to  achieve.  There are no  futures  contracts  based  upon
individual  securities,  except  certain U.S.  Government  securities.  The only
futures contracts available to hedge the Fund's portfolio are various futures on
U.S. Government  securities and securities indices. In the event of an imperfect
correlation  between  a  futures  position  and a  portfolio  position  which is
intended to be  protected,  the desired  protection  may not be obtained and the
Fund may be exposed to risk of loss.

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.

                                       10
<PAGE>

On the date the Fund  enters  into an  agreement  to  purchase  securities  on a
when-issued or forward  commitment  basis, the Fund will segregate in a separate
account cash or liquid securities 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.

Short Sales. The Fund may engage in short sales against the box. In a short sale
against the box,  the Fund  agrees to sell at a future  date a security  that it
either  contemporaneously  owns or has the right to acquire at no extra cost. If
the price of the  security  has  declined  at the time the Fund is  required  to
deliver the security, the Fund will benefit from the difference in the price. If
the price of the  security has  increased,  the Fund will be required to pay the
difference.

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

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.

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

INVESTMENT RESTRICTIONS

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

                                       11
<PAGE>

The Fund observes the following fundamental restrictions.

The Fund may not:

         1. Issue senior securities,  except as permitted by paragraphs 2, 5 and
         6 below.  For purposes of this  restriction,  the issuance of shares of
         beneficial  interest in  multiple  classes or series,  the  deferral of
         trustees'  fees,  the purchase or sale of options,  futures  contracts,
         forward   commitments  and  repurchase   agreements   entered  into  in
         accordance with the Fund's investment policies or within the meaning of
         paragraph 6 below, are not deemed to be senior securities.

         2. Borrow money,  except for the following  extraordinary  or emergency
         purposes:  (i) from banks for temporary or  short-term  purposes or for
         the clearance of  transactions  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;  (ii) in connection with the redemption of Fund shares
         or  to  finance  failed   settlements   of  portfolio   trades  without
         immediately  liquidating portfolio securities or other assets; (iii) in
         order to fulfill commitments or plans to purchase additional securities
         pending the anticipated  sale of other portfolio  securities or assets;
         and (iv) in connection with entering into reverse repurchase agreements
         and dollar rolls,  but only if after each such borrowing there is asset
         coverage of at least 300% as defined in the 1940 Act.  For  purposes of
         this  investment  restriction,  the  deferral  of  Trustees'  fees  and
         transactions  in short  sales,  futures  contracts,  options on futures
         contracts,  securities or indices and forward  commitment  transactions
         shall not constitute borrowing.

         3. 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 purpose of the 1933 Act.

         4. Purchase or sell real estate except that the Fund may (i) acquire or
         lease  office  space  for its own use,  (ii)  invest in  securities  of
         issuers that invest in real estate or interests  therein,  (iii) invest
         in  securities  that are secured by real estate or  interests  therein,
         (iv)  purchase and sell  mortgage-related  securities  and (v) hold and
         sell real estate  acquired by the Fund as a result of the  ownership of
         securities.

         5. Invest in commodities, except the Fund may purchase and sell options
         on securities,  securities  indices and currency,  futures contracts on
         securities,  securities  indices  and  currency  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.

         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 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.  Purchase  the  securities  of issuers  conducting  their  principal
         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 such  investment.  This
         limitation  does not apply to  investments  in  obligations of the U.S.
         Government or any of its agencies, instrumentalities or authorities.
                                       12

<PAGE>

         8. With  respect  to 75% of total  assets,  purchase  securities  of an
         issuer (other than the U.S. Government, its agencies, instrumentalities
         or authorities), 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.


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:

         1.  Purchase  securities on margin or make short sales,  or unless,  by
         virtue of its ownership of other securities,  the Fund has the right to
         obtain securities  equivalent in kind and amount to the securities sold
         and,  if the  right  is  conditional,  the  sale is made  upon the same
         conditions, except (i) in connection with arbitrage transactions,  (ii)
         for hedging  the Fund's  exposure  to an actual or  anticipated  market
         decline  in the  value  of its  securities,  (iii)  to  profit  from an
         anticipated decline in the value of a security, and (iv) obtaining such
         short-term  credits as may be necessary  for the clearance of purchases
         and sales of securities.

         2. 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 any Sub-adviser to save  commissions or to
         average prices among them is not deemed to result in a joint securities
         trading account.

         3. 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.

         4. Invest more than 15% of its net assets in illiquid securities.

         5. Purchase securities while outstanding borrowings exceed 5% of the
            Fund's total assets.

         6. Invest for the purpose of  exercising  control over or management of
            any company.

If a percentage  restriction on investment or utilization of assets as set forth
above  is  adhered  to at the time an  investment  is made,  a later  change  in
percentage  resulting from changes in the value 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
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.

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 Fund 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").

                                       14
<PAGE>



<TABLE>
<CAPTION>

   

                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                     <C>
Edward J. Boudreau, Jr. *               Trustee, Chairman and Chief            Chairman, Director and Chief
101 Huntington Avenue                   Executive Officer (1, 2)               Executive Officer, the Adviser;
Boston, MA  02199                                                              Chairman, Trustee and Chief
October 1944                                                                   Executive Officer, The Berkeley
                                                                               Financial Group ("The Berkeley     
                                                                               Group"); Chairman and Director, NM 
                                                                               Capital Management, Inc. ("NM      
                                                                               Capital"), John Hancock Advisers   
                                                                               International Limited ("Advisers   
                                                                               International") and Sovereign Asset
                                                                               Management Corporation ("SAMCorp");
                                                                               Chairman, Chief Executive Officer  
                                                                               and President, John Hancock Funds, 
                                                                               Inc. ("John Hancock Funds");       
                                                                               Chairman, First Signature Bank and 
                                                                               Trust Company; Director, John      
                                                                               Hancock Insurance Agency, Inc.     
                                                                               ("Insurance Agency, Inc."), John   
                                                                               Hancock Advisers International     
                                                                               (Ireland) Limited ("International  
                                                                               Ireland"), John Hancock Capital    
                                                                               Corporation and New England/Canada 
                                                                               Business Council; Member,          
                                                                               Investment Company Institute Board 
                                                                               of Governors; Director, Asia       
                                                                               Strategic Growth Fund, Inc.;       
                                                                               Trustee, Museum of Science;        
                                                                               Director, John Hancock Freedom     
                                                                               Securities Corporation (until      
                                                                               September 1996); Director, John    
                                                                               Hancock Signature Services, Inc.   
                                                                               ("Signature Services") (until      
                                                                               January 1997).                     
                                                                              
- -------------------
* Trustee may be deemed to be an "interested person" of the Fund as defined in
the Investment Company Act of 1940
(1) Member of the Executive Committee. The Executive Committee may generally
exercise most of the powers of the Board of Trustees.
(2) A member of the Investment Committee of the Adviser.
</TABLE>
    

                                       15
<PAGE>

<TABLE>
<CAPTION>

   
                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                     <C>
Dennis S. Aronowitz                     Trustee                                Professor of Law, Emeritus, Boston
1216 Falls Boulevard                                                           University School of Law (as of
Fort Lauderdale, FL  33327                                                     1997); Trustee, Brookline Savings
June 1931                                                                      Bank.

Richard P. Chapman, Jr.                 Trustee (1)                            President, Brookline Savings Bank;
160 Washington Street                                                          Director, Federal Home Loan Bank of
Brookline, MA  02147                                                           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                                Vice President, Senior Banker and
20 Buttonwood Place                                                            Senior Credit Officer, Citibank,
Saddle River, NJ  07458                                                        N.A. (retired September 1991);
January 1933                                                                   Executive Vice President, Citadel
                                                                               Group Representatives, Inc.; EVP
                                                                               Resource Evaluation, Inc.
                                                                               (consulting) (until October 1993);
                                                                               Trustee, the Hudson City Savings
                                                                               Bank (since 1995).

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

                                       16
<PAGE>


<TABLE>
<CAPTION>

   
                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                     <C>
Douglas M. Costle                       Trustee (1)                            Director, Chairman of the Board and
RR2 Box 480                                                                    Distinguished Senior Fellow,
Woodstock, VT  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    
                                                                               Mitretek Systems (governmental     
                                                                               consulting services).              
                                                                              

Leland O. Erdahl                        Trustee                                Director, Santa Fe Ingredients
8046 Mackenzie Court                                                           Company of California, Inc. and
Las Vegas, NV  89129                                                           Santa Fe Ingredients Company, Inc.
December 1928                                                                  (private food processing companies),
                                                                               Uranium Resources, Inc.; President,
                                                                               Stolar, Inc. (1987-1991); President,
                                                                               Albuquerque Uranium Corporation
                                                                               (1985-1992); Director,
                                                                               Freeport-McMoRan Copper & Gold
                                                                               Company, Inc., Hecla Mining Company,
                                                                               Canyon Resources Corporation and
                                                                               Original Sixteen to One Mines, Inc.
                                                                               (1984-1987 and 1991-1995)
                                                                               (management consultant).

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

                                       17
<PAGE>


<TABLE>
<CAPTION>

   
                                         Positions Held                        Principal Occupations(s)
Name and Address                         With the Company                      During the Past Five Years
- ----------------                         ----------------                      --------------------------
     <S>                                     <C>                                     <C>
Richard A. Farrell                       Trustee                               President of Farrell, Healer & Co.,
Venture Capital Partners                                                       (venture capital management firm)
160 Federal Street                                                             (since 1980);  Prior to 1980, headed
23rd Floor                                                                     the venture capital group at Bank of
Boston, MA  02110                                                              Boston Corporation.
November 1932

Gail D. Fosler                           Trustee                               Vice President and Chief Economist,
3054 So. Abingdon Street                                                       The Conference Board (non-profit
Arlington, VA  22206                                                           economic and business research);
December 1947                                                                  Director, Unisys Corp.; and H.B.
                                                                               Fuller Company.

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

Anne C. Hodsdon *                        Trustee and President (1,2)           President, Chief Operating Officer
101 Huntington Avenue                                                          and Director, the Adviser; Trustee,
Boston, MA  02199                                                              The Berkeley Group; Director, John
April 1953                                                                     Hancock Funds, Advisers
                                                                               International, Insurance Agency,
                                                                               Inc. and International Ireland;
                                                                               President and Director, SAMCorp. and
                                                                               NM Capital; Executive Vice
                                                                               President, the Adviser (until
                                                                               December 1994); Director, Signature
                                                                               Services (until January 1997).

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

                                       18
<PAGE>


<TABLE>
<CAPTION>

   
                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                     <C>
Dr. John A. Moore                       Trustee                                President and Chief Executive
Institute for Evaluating Health Risks                                          Officer, Institute for Evaluating
1629 K Street NW                                                               Health Risks, (nonprofit
Suite 402                                                                      institution) (since September 1989).
Washington, DC  20006-1602
February 1939

 Patti McGill Peterson                  Trustee                                 Executive Director, Council for
Council for International Exchange of                                          International Exchange of Scholars
Scholars                                                                       (since January 1998), Vice
3007 Tilden Street, N.W., Suite 5L                                             President, Institute of
Washington, DC  20008-3009                                                     International Education (since
May 1943                                                                       January 1998); Cornell Institute of
                                                                               Public Affairs, Cornell University 
                                                                               (until December 1997); President   
                                                                               Emeritus of Wells College and St.  
                                                                               Lawrence University; Director,     
                                                                               Niagara Mohawk Power Corporation   
                                                                               (electric utility) and Security    
                                                                               Mutual Life (insurance).           
                                                                               
John W. Pratt                           Trustee                                Professor of Business Administration
2 Gray Gardens East                                                            at Harvard University Graduate
Cambridge, MA  02138                                                           School of Business Administration
September 1931                                                                 (since 1961).

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

                                       19
<PAGE>


<TABLE>
<CAPTION>

   
                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                    <C>                                      <C>
Richard S. Scipione *                   Trustee (1)                            General Counsel, John Hancock Life
John Hancock Place                                                             Company; Director, the Adviser,
P.O. Box 111                                                                   Advisers International, John Hancock
Boston, MA  02117                                                              Funds, John Hancock Distributors,
August 1937                                                                    Inc., Insurance Agency, Inc., John
                                                                               Hancock Subsidiaries, Inc., SAMCorp.
                                                                               and NM Capital; Trustee, The
                                                                               Berkeley Group; Director, JH
                                                                               Networking Insurance Agency, Inc.;
                                                                               Director, Signature Services (until
                                                                               January 1997).

Edward J. Spellman, CPA                 Trustee                                Partner, KPMG Peat Marwick LLP
259C Commercial Bld.                                                           (retired June 1990).
Ft. Lauderdale, FL  33308
November 1932

Robert G. Freedman                      Vice Chairman and Chief Investment     Vice Chairman and Chief Investment
101 Huntington Avenue                   Officer (2)                            Officer, the Adviser; Director, the
Boston, MA  02199                                                              Adviser, Advisers International,
July 1938                                                                      John Hancock Funds, SAMCorp.,
                                                                               Insurance Agency, Inc.,             
                                                                               Southeastern Thrift & Bank Fund and
                                                                               NM Capital; Senior Vice President, 
                                                                               The Berkeley Group; President, the 
                                                                               Adviser (until December 1994);     
                                                                               Director, Signature Services (until
                                                                               January 1997).                     
                                                                             
- -------------------
* Trustee may be deemed to be an "interested person" of the Fund as defined in
the Investment Company Act of 1940
(1) Member of the Executive Committee. The Executive Committee may generally
exercise most of the powers of the Board of Trustees.
(2) A member of the Investment Committee of the Adviser.
</TABLE>
    

                                       20
<PAGE>


<TABLE>
<CAPTION>

   
                                        Positions Held                         Principal Occupations(s)
Name and Address                        With the Company                       During the Past Five Years
- ----------------                        ----------------                       --------------------------
     <S>                                     <C>                                     <C>
James B. Little                         Senior Vice President and Chief        Senior Vice President, the Adviser,
101 Huntington Avenue                   Financial Officer                      The Berkeley Group, John Hancock
Boston, MA  02199                                                              Funds.
February 1935

John A. Morin                           Vice President                         Vice President and Secretary, the
101 Huntington Avenue                                                          Adviser, The Berkeley Group,
Boston, MA  02199                                                              Signature Services and John Hancock
July 1950                                                                      Funds; Secretary, NM Capital and
                                                                               SAMCorp.; Clerk, Insurance Agency, 
                                                                               Inc.; Counsel, John Hancock Mutual 
                                                                               Life Insurance Company (until      
                                                                               February 1996), and Vice President 
                                                                               of John Hancock Distributors, Inc. 
                                                                               (until April 1994).                
                                                                              
Susan S. Newton                         Vice President and Secretary           Vice President, the Adviser; John
101 Huntington Avenue                                                          Hancock Funds, Signature Services
Boston, MA  02199                                                              and The Berkeley Group; Vice
March 1950                                                                     President, John Hancock
                                                                               Distributors, Inc. (until April
                                                                               1994).

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

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

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
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
October 31, 1997.

                                       21

<PAGE>



Independent Trustees        Aggregate Compensation  Total  Compensation From the
- --------------------        From the Fund           Fund and John Hancock Fund
                            -------------           --------------------------
                                                    Complex to Trustees*

Dennis S. Aronowitz              $0                       $ 72,000
Richard P. Chapman, Jr.+          0                         75,000
William J. Cosgrove+              0                         72,000
Douglas M. Costle                 0                         75,000
Leland O. Erdahl                  0                         72,000
Richard A. Farrell                0                         75,000
Gail D. Fosler                    0                         72,000
William F. Glavin+                0                         72,000
John A. Moore                     0                         72,000
Patti McGill Peterson             0                         72,000
John W. Pratt                     0                         72,000
Edward J. Spellman                0                         75,000
                                 ---                        -------
                                 $0                       $876,000

*Total  compensation  paid by the John Hancock  Fund Complex to the  Independent
Trustees is for the calendar  year ended  December  31,  1997.  As of this date,
there  were 67 funds in the John  Hancock  Fund  Complex  of which each of these
independent trustees served on 35 funds.

+On  December 31, 1997,  the value of the aggregate  deferred  compensation
from all funds in the John Hancock Fund Complex for Mr. Chapman was $69,148, for
Mr.  Cosgrove was  $167,829,  for Mr.  Glavin was $193,514 and for Mr. Moore was
$84,315 under the Deferred Compensation Plan for Independent Trustees.

INVESTMENT ADVISORY AND OTHER SERVICES

   
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was  organized in 1968 and  presently  has more than $30 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  1,400,000  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 $100 billion, the Life Company is one of the 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.
    

IIIS is a French  corporation and a subsidiary of Indocam,  the asset management
affiliate of Credit Agricole,  a French bank group. IIIS is located at 44/46 rue
de Courcelles,  Paris,  FRANCE 75008.  IIIS has more than $200 million in assets
under  management.  Credit  Agricole  is one of the  largest  bank groups in the
world.

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

                                       22
<PAGE>

The  Adviser  has  entered  into  a  sub-investment   management  ("Sub-Advisory
Agreement")  contract with the Sub-Adviser under which the Sub-Adviser,  subject
to the review of the Trustees  and the overall  supervision  of the Adviser,  is
responsible  for  providing the Fund with advice with respect to that portion of
the assets invested in European countries.

The Fund bears all costs of its organization and operation,  including  expenses
of  preparing,   printing  and  mailing  all  shareholders'  reports,   notices,
prospectuses,  proxy  statements  and reports to regulatory  agencies;  expenses
relating to the issuance,  registration and qualification of shares;  government
fees;  interest  charges;  expenses of furnishing to shareholders  their account
statements;  taxes;  expenses of redeeming shares;  brokerage and other expenses
connected  with the  execution of portfolio  securities  transactions;  expenses
pursuant to the Fund's plan of  distribution;  fees and  expenses of  custodians
including  those for keeping  books and accounts and  calculating  the net asset
value of shares;  fees and expenses of transfer  agents and dividend  disbursing
agents;  legal,  accounting,  financial,  management,  tax and auditing fees and
expenses  of the  Fund  (including  an  allocable  portion  of the  cost  of the
Adviser's  employees  rendering such services to the Fund); the compensation and
expenses  of  Trustees  who are not  otherwise  affiliated  with the Trust,  the
Adviser or any of their  affiliates;  expenses of  Trustees'  and  shareholders'
meetings;   trade   association   membership;   insurance   premiums;   and  any
extraordinary expenses.

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

Net Asset Value                               Annual Rate

First $500,000,000                            0.90%
Amount over $500,000,000                      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  has agreed to limit Fund  expenses on Class A and Class B shares to
1.90% and 2.60%,  respectively,  of the Fund's  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.

Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory  clients  for  which  the  Adviser,  the  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-Adviser for the Fund or for other funds or clients for which
the Adviser or the 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,  the  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.

The Advisory  Agreement 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.

                                       23
<PAGE>

Under the  Sub-Advisory  Agreement,  the  Sub-Adviser  pays all expenses that it
incurs in connection with the performance of its duties under the Agreement. The
Adviser,  and not the Fund, pays IIIS a fee. Under the  Sub-Advisory  Agreement,
the  Adviser  pays  the  Sub-Adviser  a fee at the  annual  rate of 0.35% of the
average daily net assets of the Fund.

Pursuant to their respective  Advisory  Agreements,  the Adviser and Sub-Adviser
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  Advisory
Agreements relate,  except a loss resulting from willful misfeasance,  bad faith
or gross negligence on the part of the Adviser or Sub-Adviser in the performance
of their  duties or from  reckless  disregard by them of their  obligations  and
duties under the applicable Advisory Agreement.

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

The  Advisory  Agreement,  the  Sub-Advisory  Agreement,  and  the  Distribution
Agreement  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 these  Agreements,  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.

Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal services.

In order to avoid conflicts with portfolio trades for the Fund, the Adviser, the
Sub-Adviser  and the  Fund  have  adopted  extensive  restrictions  on  personal
securities  trading by  personnel  of the  Adviser,  the  Sub-Adviser  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. The 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.


DISTRIBUTION CONTRACTS

The Fund has a  Distribution  Agreement  with  John  Hancock  Funds.  Under  the
agreement,  John  Hancock  Funds is  obligated  to use its best  efforts to sell
shares of each class of the Fund.  Shares of the Fund are also sold by  selected
broker-dealers  (the "Selling  Brokers")  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 an applicable  sales charge,  if any. In connection
with the sale of Class A or Class B  shares,  John  Hancock  Funds  and  Selling

                                       24
<PAGE>

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  John  Hancock  Funds may pay extra  compensation  to  financial
services firms selling large amounts of fund shares.  This compensation would be
calculated as a percentage of fund shares sold by the firm.

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
of 1940.  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 service fee
will not exceed 0.25% of the Fund's  average  daily net assets  attributable  to
each class of shares.  In each case, up to 0.25% is for service expenses and the
remaining amount is for  distribution  expenses.  The distribution  fees will be
used to reimburse John Hancock Funds for their distribution expenses,  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  distribution  expenses.
The  service  fees will be used to  compensate  Selling  Brokers  for  providing
personal and account maintenance services to shareholders. In the event the John
Hancock Funds is not fully  reimbursed for payments or expenses they incur under
the Class A Plan,  these  expenses will not be carried beyond twelve months from
the date they were incurred.  Unreimbursed  expenses under the Class B Plan will
be carried forward  together with interest on the balance of these  unreimbursed
expenses.  The Fund does not treat unreimbursed  expenses under the Class B Plan
as a liability of the Fund because the  Trustees may  terminate  Class B Plan at
any time.

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

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

The  Plans  provide  that  they will  continue  in effect  only so long as their
continuance is approved at least annually by a majority of both the Trustees and
Independent  Trustees.  The Plans  provide that they 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.  The  Plans  further  provide  that they may not be  amended  to
increase  the  maximum  amount of the fees for the  services  described  therein
without the approval of a majority of the outstanding shares of the class of the
Fund which has voting rights with respect to that Plan. Each plan provides, that
no material amendment to the Plans will, in any event, be effective unless it is
approved by a vote of a majority of the Trustees and the Independent Trustees of
the Fund. 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.

                                       25
<PAGE>

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

NET ASSET VALUE

For purposes of  calculating  the net asset value ("NAV") of the Fund's  shares,
the following procedures are utilized wherever applicable.

Debt investment  securities are valued on the basis of valuations furnished by a
principal  market maker or a pricing  service,  both of which generally  utilize
electronic  data  processing  techniques  to  determine  valuations  for  normal
institutional  size trading units of debt securities  without exclusive reliance
upon quoted prices.

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

Short-term debt investments  which have a remaining  maturity of 60 days or less
are generally  valued at amortized  cost which  approximates  market  value.  If
market  quotations are not readily available or if in the opinion of the Adviser
any  quotation or price is not  representative  of true market  value,  the fair
value  of the  security  may be  determined  in good  faith in  accordance  with
procedures approved by the Trustees.

Foreign securities are valued on the basis of quotations from the primary market
in which  they are  traded.  Any  assets or  liabilities  expressed  in terms of
foreign  currencies are translated into U.S. dollars by the custodian bank based
on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon,
New York time) on the date of 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 NAV for each fund and class is determined  each business day at the close of
regular  trading on the New York Stock  Exchange  (typically  4:00 p.m.  Eastern
Time) by dividing a class's net assets by the number of its shares  outstanding.
On any day an international  market is closed and the New York Stock Exchange is
open,  any foreign  securities  will be valued at the prior day's close with the
current day's  exchange  rate.  Trading of foreign  securities may take place on
Saturdays and U.S.  business holidays on which the Fund's NAV is not calculated.
Consequently,  the  Fund's  portfolio  securities  may  trade and the NAV of the
Fund's  redeemable  securities  may be  significantly  affected  on days  when a
shareholder has no access to the Fund.


INITIAL SALES CHARGE ON CLASS A SHARES

Shares of the Fund are  offered at a price equal to their net asset value plus a
sales charge which, at the option of the purchaser, may be imposed either at the
time of purchase (the  "initial  sales charge  alternative")  or on a contingent
deferred basis (the "deferred  sales charge  alternative").  Share  certificates

                                       26
<PAGE>

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  Signature  Services,  Inc.
("Signature  Services") is notified by the investor's  dealer or the investor at
the time of the purchase, the cost of the Class A shares owned.

Without Sales Charge. Class A shares may be offered without a front-end sales
charge or CDSC to various individuals and institutions as follows:

   
o        A Trustee or officer of the Trust; a Director or officer of the Adviser
         and  its   affiliates   or   Selling   Brokers;   employees   or  sales
         representatives of any of the foregoing; retired officers, employees or
         Directors of any of the  foregoing;  a member of the  immediate  family
         (spouse,  children,  mother,  father, sister,  brother,  mother-in-law,
         father-in-law,  daughter-in-law, son-in-law, niece, nephew and domestic
         partner) of any of the foregoing;  or any fund, pension, profit sharing
         or other benefit plan for the individuals described above.

o        A  broker,   dealer,   financial  planner,   consultant  or  registered
         investment  advisor that has entered into a signed  agreement with John
         Hancock  Funds  providing  specifically  for the use of Fund  shares in
         fee-based  investment  products or  services  made  available  to their
         clients.
    

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

    

o        A member of a class action lawsuit against insurance companies who is
         investing settlement proceeds.

o        Retirement plans participating in Merrill Lynch servicing programs, if
         the Plan has more than $3 million in assets or 500 eligible employees
         at the date the Plan Sponsor signs the Merrill Lynch Recordkeeping
         Service Agreement. See you Merill Lynch financial

   
o        Retirement plans investing through the PruArray Program sponsored by
         Prudential Securities.
    

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:

                                       27
<PAGE>




Amount Invested                                             CDSC Rate

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

Class 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.
   

    

Combination  Privilege.  In calculating the sales charge applicable to purchases
of Class A shares  made at one time,  the  purchases  will be combined to reduce
sales charges if made by (a) an individual, his or her spouse and their children
under the age of 21, purchasing  securities for his or their own account,  (b) a
trustee or other  fiduciary  purchasing for a single trust,  estate or fiduciary
account and (c) groups  which  qualify  for the Group  Investment  Program  (see
below).   Further  information  about  combined  purchases,   including  certain
restrictions on combined group purchases,  is available from Signature  Services
or a Selling Broker's representative.

   
Accumulation Privilege.  Investors (including investors combining purchases) who
are  already  Class A  shareholders  may also  obtain the benefit of the reduced
sales charge by taking into account not only the amount being  invested but also
the investor's purchase price or current value of the Class A shares of all John
Hancock  funds which carry a sales charge  already held by such person.  Class A
shares  of John  Hancock  money  market  funds  will  only be  eligible  for the
accumulation privilege if the investor has previously paid a sales charge on the
amount of those shares. Retirement plan investors may include the value of Class
B shares if Class B shares held are greater  than $1 million.  Retirement  plans
must notify Signature Services to utilize.
    

Group Investment Program. Under the Combination and Accumulation Privileges, all
members of a group may combine their  individual  purchases of Class A shares to
potentially  qualify for breakpoints in the sales charge schedule.  This feature
is  provided  to any  group  which (1) has been in  existence  for more than six
months,  (2) has a  legitimate  purpose  other than the  purchase of mutual fund
shares at a discount for its members,  (3) utilizes salary  deduction or similar
group methods of payment, and (4) agrees to allow sales materials of the fund in
its mailings to members at a reduced or no cost to John Hancock Funds.

   
Letter of Intention.  Reduced sales charges are also  applicable to  investments
made over a  thirteen-month  (13) 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 retirement  plan,  however,  may opt to
make the necessary  investments  called for by the LOI over a  forty-eight  (48)
month period.  These  retirement plans include  Traditional,  Roth and Education
IRAs, SEP, SARSEP,  401(k),  403(b) (including TSAs), SIMPLE IRA, SIMPLE 401(k),
Money  Purchase  Pension,  Profit  Sharing  and 457  plans.  Such an  investment
(including   accumulations   and  combinations  but  not  including   reinvested
dividends) 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 Signature  Services.  The sales charge applicable to all
amounts  invested under the LOI is computed as if the aggregate  amount intended
to be invested had been invested  immediately.  If such aggregate  amount is not
actually  invested,  the  difference  in the sales charge  actually paid and the
sales  charge  payable had the LOI not been in effect is due from the  investor.

                                       28
<PAGE>

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

DEFERRED SALES CHARGE ON CLASS B SHARES

Investments in Class B shares are purchased at net asset value per share without
the  imposition  of an initial  sales  charge so 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  all  shares  derived  from
reinvestment of dividends or capital gains distributions.

   
Class B shares are not available to full-service  retirement plans  administered
by  Signature  Services  or the Life  Company  that had more  than 100  eligible
employees at the inception of the Fund account.
    

The amount of the CDSC, if any, will vary  depending on the number of years from
the  time of  payment  for the  purchase  of Class B  shares  until  the time of
redemption  of such  shares.  Solely for purposes of  determining  the number of
years from the time of any payment for the  purchases  of 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.  However,  you cannot redeem  appreciation value only in order to avoid a
CDSC.

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.

                                       29
<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:

         oProceeds of 50 shares redeemed at $12 per share (50 x 12)     $600.00
         o*Minus  Appreciation  ($12 - $10) x 100  shares               (200.00)
         oMinus proceeds of 10 shares not subject to CDSC (dividend
         reinvestment)                                                  (120.00)
                                                                         ------
         oAmount subject to CDSC                                        $280.00

         *The appreciation is based on all 100 shares in the lot not just the
         shares being redeemed.

Proceeds  from the CDSC are paid to John Hancock  Funds and are used in whole or
in part by John  Hancock  Funds to defray  its  expenses  related  to  providing
distribution-related  services to the Funds 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 Funds to sell the Class B shares
without a sales charge being deducted at the time of the purchase.
    

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

For all account types:

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

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

   
*        Redemptions due to death or disability. (Does not apply to trust
         accounts unless trust is being dissolved)
    

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

   
*        Redemptions of Class B shares where the proceeds are used to purchase a
         John Hancock Declaration Variable annuity.
    

*        Redemptions of Class B shares made under a periodic withdrawal plan, as
         long as your  annual  redemptions  do not  exceed  12% of your  account
         value, including reinvested dividends, at the time you established your
         periodic withdrawal plan and 12% of the value of subsequent investments
         (less  redemptions)  in that  account at the time you notify  Signature
         Services.  (Please  note that this  waiver  does not apply to  periodic
         withdrawal  plan  redemptions  of Class A shares  that are subject to a
         CDSC).

*        Redemptions by Retirement plans participating in Merrill Lynch
         servicing programs, if the Plan has less than $3 million in assets or
         500 eligible employees at the date the Plan Sponsor signs the Merrill
         Lynch Recordkeeping Service Agreement. See your Merrill Lynch financial
         consultant for further information.

                                       30
<PAGE>

   
*        Redemptions of Class B shares by retirement plans that invested through
         the PruArray Program sponsored by Prudential Securities.

For Retirement  Accounts (such as  Traditional,  Roth and Education IRA,  SIMPLE
IRA,  SIMPLE  401(k),  Rollover IRA, TSA, 457,  403(b),  401(k),  Money Purchase
Pension Plan,  Profit-Sharing  Plan and other plans as described in the Internal
Revenue Code) unless otherwise noted.
    

*        Redemptions made to effect mandatory or life expectancy distributions
         under the Internal Revenue Code.

*        Returns of excess contributions made to these plans.

*        Redemptions   made  to  effect   distributions   to   participants   or
         beneficiaries  from employer  sponsored  retirement plans under Section
         401(a)  of the Code  (such as  401(k),  Money  Purchase  Pension  Plan,
         Profit-Sharing Plan).

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

Please see matrix on the following page for reference.

                                       31

<PAGE>


CDSC Waiver Matrix for Class B Funds

   

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Type of            401 (a) Plan   403 (b)        457           IRA, IRA      Non-retirement
Distribution       (401 (k),                                   Rollover
                   MPP, PSP)
- -------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>           <C>           <C>
Death or           Waived         Waived         Waived        Waived        Waived
Disability
- -------------------------------------------------------------------------------------------
Over 70 1/2        Waived         Waived         Waived        Waived for    12% of
                                                               mandatory     account
                                                               distributions value
                                                               or 12% of     annually in
                                                               account       periodic
                                                               value         payments
                                                               annually in
                                                               perodic 
                                                               payments
- -------------------------------------------------------------------------------------------
Between 59 1/2     Waived         Waived         Waived        Waived for    12% of
and 70 1/2                                                     Life          account
                                                               Expectancy    value
                                                               or 12% of     annually in
                                                               account       periodic
                                                               value         payments
                                                               annually in
                                                               periodic
                                                               payments
- -------------------------------------------------------------------------------------------
Under 59 1/2       Waived for     Waived for     Waived for    Waived for    12% of
                   annuity        annuity        annuity       annuity       account
                   payments       payments       payments      payments      value
                   (72t) or 12%   (72t) or 12%   (72t) or      (72t) or      annually in
                   of account     of account     12% of        12% of        periodic
                   value          value          account       account       payments
                   annually in    annually in    value         value
                   periodic       periodic       annually in   annually in
                   payments       payments       periodic      periodic
                                                 payments      payments
- -------------------------------------------------------------------------------------------
Loans              Waived         Waived         N/A           N/A           N/A
- -------------------------------------------------------------------------------------------
Termination of     Not Waived     Not Waived     Not Waived    Not Waived    N/A
Plan
- -------------------------------------------------------------------------------------------
Hardships          Waived         Waived         Waived        N/A           N/A
- -------------------------------------------------------------------------------------------
Return of Excess   Waived         Waived         Waived        Waived        N/A
- -------------------------------------------------------------------------------------------
</TABLE>
    

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



SPECIAL REDEMPTIONS

Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion, 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

                                       32
<PAGE>

be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the
Fund must redeem its shares for cash  except to the extent  that the  redemption
payments to any shareholder  during any 90-day period would exceed the lesser of
$250,000 or 1% of the Fund's net asset value at the beginning of such period.

ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege.  The Fund permits exchanges of shares of any class of a fund
for shares of the same class in any other John Hancock fund offering that class.

Exchanges  between funds with shares that are not subject to a CDSC are based on
their  respective  net asset values.  No sales charge or  transaction  charge is
imposed.  Shares of the Fund which are subject to a CDSC may be  exchanged  into
shares of any of the other John Hancock funds that are subject to a CDSC without
incurring the CDSC; however,  the shares acquired in an exchange will be subject
to the CDSC schedule of the shares acquired if and when such shares are redeemed
(except that shares exchanged into John Hancock Short-Term Strategic Income Fund
and John Hancock Intermediate Maturity Government Fund will retain the exchanged
fund's  CDSC  schedule).  For  purposes  of  computing  the  CDSC  payable  upon
redemption of shares acquired in an exchange, the holding period of the original
shares is added to the holding period of the shares acquired in an exchange.

If a shareholder  exchanges  Class B shares  purchased  prior to January 1, 1994
(except John Hancock Short-Term Strategic Income Fund) for Class B shares of any
other John Hancock fund, the acquired  shares will continue to be subject to the
CDSC schedule that was in effect when the exchanged shares were purchased.

The Fund  reserves the right to require that  previously  exchanged  shares (and
reinvested  dividends)  be in the  Fund  for 90 days  before  a  shareholder  is
permitted a new exchange.

The Fund may refuse any exchange order. The Fund may change or cancel its
exchange policies at any time, upon 60 days' notice to its shareholders.

An exchange of shares is treated as a  redemption  of shares of one fund and the
purchase of shares of another for Federal  Income Tax purposes.  An exchange may
result in a taxable gain or loss. See "TAX STATUS".

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

                                       33

<PAGE>

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

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

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

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

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

To protect the interests of other investors in the Fund, the Fund may cancel the
reinvestment  privilege  of any parties  that,  in the opinion of the Fund,  are
using market timing  strategies or making more than seven exchanges per owner or
controlling  party per calendar year. Also, the Fund may refuse any reinvestment
request.

The Fund may change or cancel its reinvestment policies at any time.

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

Retirement plans participating in Merrill Lynch's servicing programs:

Class A shares  are  available  at net asset  value for plans with $3 million in
plan assets or 500 eligible  employees  at the date the Plan  Sponsor  signs the
Merrill Lynch Recordkeeping Service Agreement.  If the plan does not meet either
of these limits, Class A shares are not available.

For  participating  retirement  plans  investing in Class B shares,  shares will
convert  to Class A shares  after  eight  years,  or sooner if the plan  attains
assets of $5 million (by means of a CDSC-free  redemption/purchase  at net asset
value).

                                       34
<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.  Holders of
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 class expenses properly  allocable to that 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.
No interest will be paid on uncashed dividend or redemption checks.

In the event of  liquidation,  shareholders  of each class are entitled to share
pro rata in the net  assets  of the Fund  available  for  distribution  to these
shareholders.  Shares  entitle their  holders to one vote per share,  are freely
transferable  and have no preemptive,  subscription or conversion  rights.  When
issued, shares are fully paid and non-assessable except as set forth below.

Unless  otherwise  required by the Investment  Company Act or the Declaration of
Trust,  the Fund has no intention of holding  annual  meetings of  shareholders.
Fund  shareholders  may  remove a Trustee  by the  affirmative  vote of at least
two-thirds of the Trust's  outstanding  shares and the Trustees  shall  promptly
call a meeting for such purpose when requested to do so in writing by the record
holders  of  not  less  than  10%  of  the  outstanding  shares  of  the  Trust.
Shareholders   may,  under  certain   circumstances,   communicate   with  other
shareholders in connection  with  requesting a special meeting of  shareholders.
However,  at any time that less than a majority of the Trustees  holding  office
were elected by the  shareholders,  the Trustees will call a special  meeting of
shareholders for the purpose of electing Trustees.

Under Massachusetts law,  shareholders of a Massachusetts  business trust could,
under certain  circumstances,  be held personally liable for acts or obligations
of the Trust.  However,  the Fund's  Declaration  of Trust  contains  an express
disclaimer  of  shareholder  liability for acts,  obligations  or affairs of the
Fund.  The  Declaration  of Trust also provides for  indemnification  out of the
Fund's  assets for all losses and expenses of any  shareholder  held  personally
liable by reason of being or having been a shareholder. The Declaration of Trust
also provides that no series of the Trust shall be liable for the liabilities of
any other series.  Furthermore, no fund included in this Fund's prospectus shall
be liable for the  liabilities  of any other John  Hancock  fund.  Liability  is

                                       35
<PAGE>

therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

   
The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept starter or credit card checks. All checks returned
by the post office as undeliverable will be reinvested at net asset value in the
fund or  funds  from  which a  redemption  was  made or  dividend  paid.  Use of
information  provided  on the  account  application  may be used by the  Fund to
verify the accuracy of the  information or for  background or financial  history
purposes.  A joint account will be administered as a joint tenancy with right of
survivorship,  unless the joint owners notify Signature  Services of a different
intent.  A shareholder's  account is governed by the laws of The Commonwealth of
Massachusetts.
    

TAX STATUS

Each series of the Trust,  including the Fund,  is treated as a separate  entity
for tax  purposes.  The Fund has qualified as a "regulated  investment  company"
under  Subchapter M of the Internal  Revenue  Code,  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 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.)  As a result of federal  tax  legislation  enacted on August 5, 1997,
gain  recognized  after May 6, 1997 from the sale of capital asset is taxable to
individual  (noncorporate)  investors at different  maximum  federal  income tax
rates,  depending  generally  upon the tax  holding  period for the  asset,  the
federal income tax bracket of the taxpayer, and the dates the asset was acquired
and/or  sold.  The  Treasury  Department  may issue  regulations  to apply  this
legislation (as modified by any "technical  corrections" that may be enacted) to
the Fund's  distributions  from its realized net capital gain,  the treatment of
which is  uncertain  prior to the  issuance of these  regulations.  Shareholders
should  consult their own tax advisers on the correct  application  of these new
rules.  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

                                       36
<PAGE>

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.  Transactions I foreign  currencies that are not
directly  related to the Fund's  investment  in stock or  securities,  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.

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.
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,  only if,  among  other  things,  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
respective pro rata portions as qualified 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 share of such taxed
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
does not satisfy the 50% requirement  described above or otherwise does not make
the 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.

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,  certain rent, and royalties or capital gain) or hold at least 50% of

                                       37
<PAGE>

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 or make an available election 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
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-Adviser
and  whether  the  Adviser  and the  Sub-Adviser  believe  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  or other  disposition  of shares of the Fund  (including  by
exercise of the exchange  privilege) in a transaction  that is treated as a sale
for tax purposes,  a shareholder will ordinarily  realize a taxable gain or loss
depending  upon the  amount  of the  proceeds  and the  investor's  basis in his
shares.  Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands. A sales charge paid in purchasing
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
long-term  capital loss to the extent of any amounts treated as distributions of

                                       38
<PAGE>

long- term capital gain with respect to such shares. Shareholders should consult
their own tax advisers  regarding their  particular  circumstances  to determine
whether a  disposition  of Fund  shares is  properly  treated  as a sale for tax
purposes,  as is assumed in this discussion.  Also,  future Treasury  Department
regulations  that  affect the  taxation of capital  gains may contain  rules for
determining different tax rates applicable to sales of Fund shares held for more
than one year,  more than 18 months,  and (for certain sales after the year 2000
or the year 2005) more than five years. These regulations may also contain other
rules coordinating the provisions  affecting the taxation of gains recognized by
funds on the sale of their  portfolio  assets  and the gains  recognized  by the
funds' shareholders who receive distributions attributable to such gains and who
redeem or  otherwise  dispose of their  shares in funds.  These new  regulations
could modify some of the provisions described above.

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 capital gain in his return for his taxable year
in which the last day of the Fund's taxable year falls,  (b) be entitled  either
to a tax credit on his return  for, or to a refund of, his pro rata share of the
taxes paid by the Fund,  and (c) be entitled to increase  the adjusted tax basis
for his shares in the Fund by the difference  between his pro rata share of such
excess and his pro rata share of such taxes.

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.

For purposes of the  dividends-received  deduction  available  to  corporations,
dividends received by the Fund from U.S. domestic corporations in respect of the
stock of such  corporations  held by the  Fund,  for  U.S.  Federal  income  tax
purposes,  for at least 46 days (91 days in the case of certain preferred stock)
during a prescribed  period  extending  before and after each such  dividend and
distributed  and properly  designated  by the Fund may be treated as  qualifying
dividends.  Corporate  shareholders  must meet the holding  period  requirements
stated above with respect to their shares of the Fund for each dividend in order
to qualify for the deduction and, if they have any debt that is deemed under the
Code  directly  attributable  to 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 the excess (if any)
of a corporate  shareholder's  adjusted  current  earnings over its  alternative
minimum  taxable  income,   which  may  increase  its  alternative  minimum  tax
liability.  Additionally,  any  corporate  shareholder  should  consult  its tax
adviser  regarding  the  possibility  that its tax  basis in its  shares  may be
reduced, for Federal income tax purposes, by reason of "extraordinary dividends"
received  with  respect to the  shares,  and to the extent  such basis  would be
reduced below zero, that current recognition of income would be required.

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

                                       39
<PAGE>

retirement  plans.  Shareholders  should  consult  their tax  advisers  for more
information.

The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding cash payments.  The mark to
market or constructive  sale rules  applicable to certain  options,  futures 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 borrow 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 property taxes, the
value of its assets is  attributable  to) certain U.S.  Government  obligations,
provided in some states that certain thresholds for holdings of such obligations
and/or reporting  requirements are satisfied.  The Fund will not seek to satisfy
any  threshold or reporting  requirements  that may apply in  particular  taxing
jurisdictions,  although 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  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.

The  foregoing  discussion  relates  solely  to U.S.  Federal  income  tax  laws
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 shares of the Fund may
also be subject to state and local taxes.  Shareholders should consult their own
tax advisers as to the Federal,  state or local tax consequences of ownership of
shares  of, and  receipt of  distributions  from,  the Fund in their  particular
circumstances.

Non-U.S. investors not engaged in a U.S. trade or business with which their 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

                                       40
<PAGE>

from the Fund and, unless an effective IRS Form W-8 or authorized  substitute 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

Total return is computed by finding the average annual compounded rate of return
over the 1 year, 5 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.
     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.

Because each share has its own sales charge and fee structure,  the classes have
different  performance  results.  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  Fund  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.

                                       41
<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,  STANGER'S,  BARRON'S, etc. may also be
utilized.  The Fund's promotional and sales literature may make reference to the
Fund's  "beta".  Beta is a reflection of the market  related risk of the Fund by
showing how responsive the Fund is to the market.

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

BROKERAGE ALLOCATION

Decisions  concerning  the  purchase and sale of  portfolio  securities  and the
allocation  of  brokerage  commissions  are made by the  Sub-Adviser  under  the
supervision of and under the guidelines established by the Adviser..  Orders for
purchases and sales of securities  are placed in a manner which,  in the opinion
of the  officers  of the  Adviser,  will offer the best price and market for the
execution of each such  transaction.  Purchases from  underwriters  of portfolio
securities  may  include a  commission  or  commissions  paid by the  issuer and
transactions  with  dealers  serving as market  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 these 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 the
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-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 and the Sub-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

                                       42
<PAGE>

clients of the Adviser or Sub-Adviser,  and, conversely,  brokerage  commissions
and spreads paid by other advisory  clients of the Adviser and  Sub-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,  in consultation with the Sub-Adviser,
will  be  primarily  responsible  for the  allocation  of the  Fund's  brokerage
business,  the policies and  practices  of the Adviser and  Sub-Adviser  in this
regard  must be  consistent  with the  foregoing  and at all times be subject to
review by the Trustees.

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.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of John Hancock Distributors,  Inc., a broker-dealer affiliated with
the Adviser.  Credit Agricole,  the Sub-Adviser's parent, has several affiliates
engaged in the  brokerage  business in Europe and Asia:  Chevreux  Virieu;  W.I.
Carr;  Indosuez Carr Futures S.N.C.  (Paris);  Schelcher Prince;  Dynabourse and
Hayaux du Tilly (all "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.

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,  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.

Other investment  advisory clients advised by the Adviser or the Sub-Adviser may
also invest in the same  securities as the Fund.  When these clients buy or sell
the  same  securities  at  substantially  the  same  time,  the  Adviser  or the
Sub-Adviser may average the  transactions as to price and allocate the amount of
available  investments in a manner which the Adviser believes to be equitable to
each client,  including the Fund. In some instances,  this investment  procedure
may  adversely  affect the price paid or received by the Fund or the size of the
position  obtainable for it. On the other hand, to the extent  permitted by law,
the Adviser may  aggregate  securities to be sold or purchased for the Fund with
those to be sold or purchased for other clients managed by it in order to obtain
best execution.

                                       43
<PAGE>


TRANSFER AGENT SERVICES

John Hancock Signature  Services,  Inc., 1 John Hancock Way, Suite 1000, Boston,
MA 02217-1000,  a wholly-owned  indirect  subsidiary of the Life Company, is the
transfer  and  dividend  paying  agent  for the Fund.  The Fund  pays  Signature
Services an annual fee of $19.00 for each Class A shareholder  and of $21.50 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 their relative net asset values

CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Fund 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.


                                       44
<PAGE>



APPENDIX

RATINGS

The Fund's  investments in debt securities  must be in obligations  rated Baa or
better by  Moody's  Signature  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
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.


                                      A-1
<PAGE>




                              FINANCIAL STATEMENTS




                                      F-1



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