HANCOCK JOHN WORLD FUND
485BPOS, 1999-02-25
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                                                               FILE NO. 33-10722
                                                               FILE NO. 811-4932
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A
                                   ---------
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933            (X)
                          Pre-Effective Amendment No.            ( )
                        Post-Effective Amendment No. 25          (X)
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940        (X)
                                Amendment No. 25                 (X)
                                   ---------
                             JOHN HANCOCK WORLD FUND
               (Exact Name of Registrant as Specified in Charter)
                             101 Huntington Avenue
                        Boston, Massachusetts 02199-7603
              (Address of Principal Executive Offices) (Zip Code)
                 Registrant's Telephone Number, (617) 375-1700
                                   ---------
                                 SUSAN S. NEWTON
                          Vice President and Secretary
                          John Hancock Advisers, Inc.
                             101 Huntington Avenue
                          Boston, Massachusetts 02199
                    (Name and Address of Agent for Service)
                                   ---------

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
(X) on March 1, 1999 pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
( ) on (date) pursuant to paragraph (a) of Rule 485

If appropriate, check off the following box:
[ ] This post-effective amendment designates a new effective date for a 
    previously filed post-effective amendment.


<PAGE>

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

                                  JOHN HANCOCK

                                  International/ 
                                  Global Funds

                                  [LOGO] Prospectus
                                         March 1, 1999

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

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

Growth

European Equity Fund

Global Fund

Global Health Sciences Fund

Global Technology Fund

International Fund

Pacific Basin Equities Fund

Income

Short-Term Strategic Income Fund


                  [LOGO] JOHN HANCOCK FUNDS
                         A Global Investment Management Firm

                         101 Huntington Avenue, Boston, Massachusetts 02199-7603
<PAGE>

Contents

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

A fund-by-fund summary        Growth                                            
of goals, strategies, risks,                                                    
performance and expenses.     European Equity Fund                             4
                                                                                
                              Global Fund                                      6
                                                                                
                              Global Health Sciences Fund                      8
                                                                                
                              Global Technology Fund                          10
                                                                                
                              International Fund                              12
                                                                                
                              Pacific Basin Equities Fund                     14
                                                                                
                              Income                                            
                                                                                
                              Short-Term Strategic Income Fund                16

Policies and instructions     Your account                                      
for opening, maintaining                                                        
and closing an account        Choosing a share class                          18
in any international/global   How sales charges are calculated                18
fund.                         Sales charge reductions and waivers             19
                              Opening an account                              20
                              Buying shares                                   21
                              Selling shares                                  22
                              Transaction policies                            24
                              Dividends and account policies                  24
                              Additional investor services                    25

Further information on the    Fund details                                      
international/global funds.                                                     
                              Business structure                              26
                              Financial highlights                            27
                                                                                
                              For more information                    back cover
<PAGE>

Overview

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

JOHN HANCOCK INTERNATIONAL/GLOBAL FUNDS

These funds invest in foreign and U.S. securities. Most of the funds invest
primarily in stocks and seek long-term growth of capital. One fund invests
primarily in bonds and seeks current income. Each fund has its own strategy and
its own risk profile.

WHO MAY WANT TO INVEST

These funds may be appropriate for investors who:

o  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

RISKS OF MUTUAL FUNDS

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

THE MANAGEMENT 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.

FUND INFORMATION KEY

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

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

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

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

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


                                                                               3
<PAGE>

European Equity Fund

GOAL AND STRATEGY

[Clipart] The fund seeks long-term growth of capital. To pursue this goal, the
fund normally invests at least 80% of assets in stocks of European companies,
most of which have large market capitalizations. These companies derive more
than half of their revenues from European operations, are organized under
European law or are traded principally on European stock exchanges. While the
fund invests most heavily in developed economies, it is permitted to invest in
securities of European emerging market companies.

In managing the portfolio, the managers focus primarily on individual stock
selection rather than country allocation. A team of investment analysts
regularly screens European companies, such as those included in the MSCI Europe
Index, identifying those that appear to have strong leadership and potential for
sustained earnings growth. The analysts track these companies and typically
establish target buy and sell prices for each using a quantitative investment
model. The fund generally invests in companies based on further fundamental
financial analysis and on-site visits. The managers use country and sector
allocation guidelines to reduce concentration risk.

   
The fund may use derivatives (investments whose value is based on indices,
securities or currencies), especially to manage cash flows and currency
exposure. It may also invest in investment-grade debt securities issued by
European or U.S. companies and governments.

In abnormal market conditions, the fund may temporarily invest more than 20% of
assets in investment-grade short-term securities. In these and other cases, the
fund might not achieve its goal.
    
================================================================================

PAST PERFORMANCE

   
[Clipart] This section normally shows how the fund's total return has varied
from year to year, along with a broad based market index for reference. Because
the fund is less than a year old, there is not a full year of performance to
report.
    

SUBADVISER

Indocam International Investment Services
- --------------------------------------------------------------------------------

Paris-based team responsible for day-to-day investments

Supervised by the adviser


4
<PAGE>

MAIN RISKS

[Clipart] As with most growth funds, the value of your investment will go up and
down in response to stock market movements. Because the fund concentrates on a
single region of the world, its performance may be more volatile than that of a
fund that invests globally.

Foreign investments are more risky than domestic investments. Investments in
foreign securities may be affected by fluctuations in currency exchange rates,
incomplete or inaccurate financial information on companies, social upheavals
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

The fund's management strategy will influence performance significantly.
European or large-capitalization stocks as a group could fall out of favor with
the market, causing the fund to underperform. Similarly, if the managers' stock
selection strategy doesn't perform as expected, the fund could underperform its
peers or lose money.

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

o  Emerging market securities, derivatives and other higher-risk securities can
   be hard to value or to sell at a fair price.

o  Certain derivatives could produce disproportionate gains or losses.

o  Any bonds held by the fund could be downgraded in credit rating or go into
   default. Bond prices generally fall when interest rates rise.

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

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

YOUR EXPENSES
   

[Clipart] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. Because Class C shares are new, their expenses are based on Class B
expenses.

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

- --------------------------------------------------------------------------------
Annual operating expenses                      Class A     Class B     Class C
- --------------------------------------------------------------------------------
Management fee                                 0.90%       0.90%       0.90%
Distribution and service (12b-1) fees          0.30%       1.00%       1.00%
Other expenses                                 2.11%       2.11%       2.11%
Total fund operating expenses                  3.31%       4.01%       4.01%
Expense reimbursement (at least until 3/1/00)  1.41%       1.41%       1.41%
Actual operating expenses                      1.90%       2.60%       2.60%

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

- --------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class A                         $683         $1,343       $2,025       $3,833
Class B - with redemption       $763         $1,393       $2,138       $3,978
        - without redemption    $263         $1,093       $1,938       $3,978
Class C - with redemption       $363         $1,093       $1,938       $4,128
        - without redemption    $263         $1,093       $1,938       $4,128

FUND CODES

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

Ticker            JHEAX
CUSIP             410233886
Newspaper         --
SEC number        811-4932

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

Ticker            JHEBX
CUSIP             410233878
Newspaper         --
SEC number        811-4932

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

Ticker            --
CUSIP             410233860
Newspaper         --
SEC number        811-4932

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

                                                                               5
<PAGE>

Global Fund

GOAL AND STRATEGY

[Clipart] 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
does not maintain a fixed allocation of assets, either with respect to
securities type or to geography.

   
In managing the portfolio, the managers concentrate on country allocation and
securities selection. They also seek to diversify the fund across countries and
sectors. The managers base the fund's country allocation on a quantitative model
as well as analysis of political trends and economic factors such as projected
currency exchange rates.
    

The investment analysis team is organized by sector and regularly screens large,
well-known companies, such as those listed in the MSCI All Country World Free
Index. The team then uses fundamental financial analysis to identify companies
that appear most promising in terms of stable growth, reasonable valuations and
management strength. The team conducts on-site visits and typically establishes
target buy and sell prices based on the team's valuation estimates.

Although the fund invests primarily in common stocks, it may invest in virtually
any type of equity or debt security, foreign or domestic.

   
The fund may use certain derivatives (investments whose value is based on
indices, securities or currencies).

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

PORTFOLIO MANAGERS

Miren Etcheverry
- --------------------------------------------------------------------------------

Senior vice president of adviser 
Joined team in 1996 
Joined adviser in 1996
Began career in 1977

Gerardo J. Espinoza
- --------------------------------------------------------------------------------

Senior vice president of adviser 
Joined team in 1996 
Joined adviser in 1996
Began career in 1979

John L.F. Wills
- --------------------------------------------------------------------------------
   
Senior vice president of adviser 
Managing director of subadviser 
Joined team in 1994 
Joined subadviser in 1987 
Began career in 1969
    

SUBADVISER

John Hancock Advisers
International Limited
- --------------------------------------------------------------------------------

London-based affiliate of adviser

Founded in 1986

PAST PERFORMANCE

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

   
- --------------------------------------------------------------------------------
Class B year-by-year total returns -- calendar years
- --------------------------------------------------------------------------------
 1989     1990    1991    1992    1993    1994   1995    1996   1997    1998

33.00%  -19.64%  23.14%  -0.27%  33.85%  -5.44%  9.86%  11.85%  6.58%  20.73%

Best quarter:  Q4 '98, 20.73%  Worst quarter:  Q3 '90, -22.53%

- --------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/98
- --------------------------------------------------------------------------------
                                                                      Life of
                            1 year        5 year        10 year       Class A

Class A - began 1/3/92      15.41%        7.98%         --            10.14%
Class B                     15.73%        8.09%         10.14%        --
Index                       21.97%        14.78%        12.01%        13.20%

Index: MSCI All Country World Free Index, an unmanaged index of freely traded
stocks of foreign and U.S. companies.
    

6
<PAGE>

MAIN RISKS

[Clipart] As with most growth funds, the value of your investment will go up and
down in response to stock market movements.

Foreign investments are more risky than domestic investments. Investments in
foreign securities may be affected by fluctuations in currency exchange rates,
incomplete or inaccurate financial information on companies, social upheavals
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

The fund's management strategy will influence performance significantly. If the
fund invests in countries or regions that experience economic downturns,
performance could suffer. Similarly, if certain investments or industries don't
perform as expected, or if the managers' stock selection strategy doesn't
perform as expected, the fund could underperform its peers or lose money.

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

   
o  Emerging market securities, derivatives and other higher-risk securities can
   be hard to value or to sell at a fair price.
    

o  Certain derivatives could produce disproportionate gains or losses.

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

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

YOUR EXPENSES

   
[Clipart] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. Because Class C shares are new, their expenses are based on Class B
expenses.

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

- --------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
- --------------------------------------------------------------------------------
Management fee                               0.86%        0.86%        0.86%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.66%        0.66%        0.66%
Total fund operating expenses                1.82%        2.52%        2.52%

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

- --------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class A                         $676         $1,044       $1,436       $2,530
Class B - with redemption       $755         $1,085       $1,540       $2,684
        - without redemption    $255         $  785       $1,340       $2,684
Class C - with redemption       $355         $  785       $1,340       $2,856
        - without redemption    $255         $  785       $1,340       $2,856

FUND CODES

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

Ticker            JHGAX
CUSIP             409906104
Newspaper         GlobA
SEC number        811-4630

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

Ticker            FGLOX
CUSIP             409906203
Newspaper         GlobB
SEC number        811-4630

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

Ticker            --
CUSIP             409906815
Newspaper         --
SEC number        811-4630

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

                                                                               7
<PAGE>

Global Health Sciences Fund

GOAL AND STRATEGY

[Clipart] The fund seeks long-term growth of capital. To pursue this goal, the
fund normally invests at least 65% of assets in U.S. and foreign stocks of
health care companies. These companies derive more than half of their revenues
from health care-related activities or commit more than half of their assets to
these activities. Because the fund is non-diversified, it may invest more than
5% of assets in securities of a single issuer.

   
In managing the portfolio, the managers study economic trends to allocate assets
among the following major categories:
    

o  pharmaceuticals and biotechnology, including drug delivery systems

o  medical devices, including orthopedic, cardiac and ophthalmic devices as well
   as analytical equipment

o  health-care services, including retail drug stores, nursing homes and HMOs

The managers also use broad economic analysis to identify promising industries
within these categories. Historically, companies that meet these criteria have
generally been U.S.-based companies.

The management team uses fundamental financial analysis to identify individual
companies of any size that appear most attractive in terms of earnings
stability, growth potential and valuation. The team generally assesses the
senior management of companies through interviews and company visits. An
independent advisory board composed of scientific and medical experts provides
advice and consultation on health care developments.

   
The fund may use certain derivatives (investments whose value is based on
indices, securities or currencies).

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

PAST PERFORMANCE

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

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

                         18.36%  1.20%  8.85%  39.88%  6.50%  29.73%  19.49%

Best quarter:  Q2 '97, 23.14%  Worst quarter:  Q1 '93, -18.85%

- --------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/98
- --------------------------------------------------------------------------------
                                                           Life of     Life of
                                    1 year      5 year     Class A     Class B

Class A - began 10/1/91             13.52%      19.02%     20.36%      --
Class B - began 3/7/94              13.68%      --         --          18.13%
Index                               28.60%      24.05%     20.09%      24.83%

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

PORTFOLIO MANAGERS

Linda I. Miller
- --------------------------------------------------------------------------------

Vice president of adviser 
Joined team in 1995 
Joined adviser in 1995 
Began career in 1980

Robert D. Hallisey, Jr.
- --------------------------------------------------------------------------------

Joined team in 1997
Joined adviser in 1993
Began career in 1993
    

8
<PAGE>

MAIN RISKS

[Clipart] As with most growth funds, the value of your investment will go up and
down in response to stock market movements. Another major factor in this fund's
performance is the economic condition of the health care sector. The value of
your investment may fluctuate more widely than it would in a fund that is
diversified across sectors.

   
The fund's management strategy will influence performance significantly. If the
fund invests in countries or regions that experience economic downturns,
performance could suffer. Similarly, if the managers' asset allocation and stock
selection strategies don't perform as expected, the fund could underperform its
peers or lose money.
    

Foreign investments are more risky than domestic investments. Investments in
foreign securities may be affected by fluctuations in currency exchange rates,
incomplete or inaccurate financial information on companies, social upheavals
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

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

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

o  Emerging market securities, derivatives and other higher-risk securities can
   be hard to value or to sell at a fair price.

o  Certain derivatives could produce disproportionate gains or losses.

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

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

YOUR EXPENSES

   
[Clipart] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. Because Class C shares are new, their expenses are based on Class B
expenses.

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

- --------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
- --------------------------------------------------------------------------------
Management fee                               0.80%        0.80%        0.80%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.51%        0.51%        0.51%
Total fund operating expenses                1.61%        2.31%        2.31%

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

- --------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class A                         $656         $  983       $1,332       $2,316
Class B - with redemption       $734         $1,021       $1,435       $2,471
        - without redemption    $234         $  721       $1,235       $2,471
Class C - with redemption       $334         $  721       $1,235       $2,646
        - without redemption    $234         $  721       $1,235       $2,646

FUND CODES

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

Ticker            JHGRX
CUSIP             410233308
Newspaper         GIHSciA
SEC number        811-4932

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

Ticker            JHRBX
CUSIP             410233704
Newspaper         GIHSciB
SEC number        811-4932

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

Ticker            --
CUSIP             410233852
Newspaper         --
SEC number        811-4932

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

                                                                               9
<PAGE>

Global Technology Fund

GOAL AND STRATEGY

   
[Clipart] The fund seeks long-term growth of capital with income as a secondary
objective. To pursue this goal, the fund invests primarily in equity securities
of technology companies. This designation includes U.S. and foreign companies
that rely extensively on technology in their product development or operations.
    

In managing the portfolio, the managers focus primarily on individual stock
selection rather than country allocation. The managers seek out companies of any
size whose stocks appear to be trading below their true value, as determined by
fundamental financial analysis of their business models and balance sheets as
well as interviews with senior management. The fund particularly favors
companies that are undergoing a business change that appears to signal
accelerated growth or higher earnings. Historically, companies that meet these
criteria have generally been U.S.-based multinational companies.

The fund may invest up to 10% of assets in debt securities of any maturity,
including bonds rated as low as CC/Ca and their unrated equivalents. (Bonds
rated below BBB/Baa are considered junk bonds.) It may also invest in certain
higher-risk securities, including securities that have not been offered to the
public, called restricted securities.

   
The fund may use certain derivatives (investments whose value is based on
indices, securities or currencies).

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

SUBADVISER

American Fund Advisors, Inc.
- --------------------------------------------------------------------------------
   
Responsible for day-to-day investments
Founded in 1978
Supervised by the adviser

PORTFOLIO MANAGERS

Barry J. Gordon
- --------------------------------------------------------------------------------

President of subadviser
Joined team in 1983

Marc H. Klee, CFA
- --------------------------------------------------------------------------------

Senior vice president of subadviser
Joined team in 1983

PAST PERFORMANCE

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

- --------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
- --------------------------------------------------------------------------------
 1989    1990     1991   1992    1993   1994    1995    1996   1997    1998

16.61%  -18.46%  33.05%  5.70%  32.06%  9.62%  46.53%  12.52%  6.68%  49.15%

Best quarter:  Q4 '98, 43.01%  Worst quarter:  Q3 '90, -27.13%

- --------------------------------------------------------------------------------
 Average annual total returns -- for periods ending 12/31/98
- --------------------------------------------------------------------------------
                                                                      Life of
                               1 year       5 year       10 year      Class B

Class A                        41.68%       22.26%       17.08%       --
Class B - began 1/3/94         43.16%       --           --           22.78%
Index                          28.60%       24.05%       18.95%       24.05%

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

10
<PAGE>

MAIN RISKS

[Clipart] As with most growth funds, the value of your investment will go up and
down in response to stock market movements. Another major factor in this fund's
performance is the economic condition of the technology sector. The value of
your investment may fluctuate more widely than it would in a fund that is
diversified across sectors.

   
The fund's management strategy will influence performance significantly. If the
fund invests in countries or regions that experience economic downturns,
performance could suffer. Similarly, if the managers' stock selection strategy
doesn't perform as expected, the fund could underperform its peers or lose
money.
    

Foreign investments are more risky than domestic investments. Investments in
foreign securities may be affected by fluctuations in currency exchange rates,
incomplete or inaccurate financial information on companies, social upheavals
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

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

o  Emerging market securities, derivatives and other higher-risk securities can
   be hard to value or to sell at a fair price.

o  Certain derivatives could produce disproportionate gains or losses.

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

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

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

YOUR EXPENSES

   
[Clipart] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. Because Class C shares are new, their expenses are based on Class B
expenses.

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

- --------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
- --------------------------------------------------------------------------------
Management fee                               0.79%        0.79%        0.79%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.41%        0.41%        0.41%
Total fund operating expenses                1.50%        2.20%        2.20%

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

- --------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class A                         $645         $950         $1,278       $2,201
Class B - with redemption       $723         $988         $1,380       $2,357
        - without redemption    $223         $688         $1,180       $2,357
Class C - with redemption       $323         $688         $1,180       $2,534
        - without redemption    $223         $688         $1,180       $2,534

FUND CODES

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

Ticker            NTTFX
CUSIP             478032303
Newspaper         GITechA
SEC number        811-3392

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

Ticker            FGTBX
CUSIP             478032402
Newspaper         GlTechB
SEC number        811-3392

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

Ticker            --
CUSIP             478032600
Newspaper         --
SEC number        811-3392

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

                                                                              11
<PAGE>

International Fund

GOAL AND STRATEGY

[Clipart] The fund seeks long-term growth of capital. To pursue this goal, the
fund normally invests at least 65% of assets in common stocks of companies
outside the United States. The fund does not maintain a fixed allocation of
assets, either with respect to securities type or geography.

   
In managing the portfolio, the managers concentrate on country allocation and
securities selection. They also seek to diversify the fund across countries and
sectors. The managers base the fund's country allocation on a quantitative model
as well as analysis of political trends and economic factors such as projected
currency exchange rates.

The investment analysis team is organized by sector and regularly screens large
companies, such as those listed in the MSCI All Country World-Ex U.S. Free Index
(an unmanaged global index that excludes U.S. companies). The team then uses
fundamental financial analysis to identify companies that appear most promising
in terms of stable growth, reasonable valuations and management strength. The
team conducts on-site visits and typically establishes target buy and sell
prices based on the team's valuation estimates.

Although the fund invests primarily in common stocks, it may invest in virtually
any type of equity or debt security, foreign or domestic. The fund may use
certain derivatives (investments whose value is based on indices, securities or
currencies).

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

PORTFOLIO MANAGERS

Miren Etcheverry
- --------------------------------------------------------------------------------

Senior vice president of adviser 
Joined team in 1996 
Joined adviser in 1996
Began career in 1977

Gerardo J. Espinoza
- --------------------------------------------------------------------------------

Senior vice president of adviser 
Joined team in 1996 
Joined adviser in 1996
Began career in 1979

John L.F. Wills
- --------------------------------------------------------------------------------

Senior vice president of adviser 
Managing director of subadviser 
Joined team in 1994 
Joined subadviser in 1987 
Began career in 1969

SUBADVISER

John Hancock Advisers
International Limited
- --------------------------------------------------------------------------------

London-based affiliate of adviser

Founded in 1986

PAST PERFORMANCE

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

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

                                         -6.61%  5.34%  11.36%  -7.73%  17.67%

Best quarter:  Q4 '98, 22.17%  Worst quarter:  Q3 '98, -17.06%

- --------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/98
- --------------------------------------------------------------------------------
                                                           1 year      5 year

Class A - began 1/3/94                                     11.84%      2.48%
Class B - began 1/3/94                                     11.77%      2.43%
Index                                                      21.97%      14.78%

Index: MSCI All Country World-Ex U.S. Free Index, an unmanaged index of freely
traded stocks of foreign companies.
    

12
<PAGE>

MAIN RISKS

[Clipart] As with most growth funds, the value of your investment will go up and
down in response to stock market movements.

Foreign investments are more risky than domestic investments. Investments in
foreign securities may be affected by fluctuations in currency exchange rates,
incomplete or inaccurate financial information on companies, social upheavals
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

The fund's management strategy will influence performance
significantly. If the fund invests in countries or regions that experience
economic downturns, performance could suffer. Similarly, if certain investments
or industries don't perform as expected, or if the managers' stock selection
strategy doesn't perform as expected, the fund could underperform its peers or
lose money.

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

   
o  Emerging market securities, derivatives and other higher-risk securities can
   be hard to value or to sell at a fair price.
    

o  Certain derivatives could produce disproportionate gains or losses.

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

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

YOUR EXPENSES

[Clipart] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. Because Class C shares are new, their expenses are based on Class B
expenses.

   
- --------------------------------------------------------------------------------
Shareholder transaction expenses               Class A     Class B     Class C
- --------------------------------------------------------------------------------
Maximum sales charge (load) on purchases                
as a % of purchase price                       5.00%       none        none
Maximum deferred sales charge (load)                    
as a % of purchase or sale price,                       
whichever is less                              none(1)     5.00%       1.00%
                                                        
- --------------------------------------------------------------------------------
Annual operating expenses                      Class A     Class B     Class C
- --------------------------------------------------------------------------------
Management fee                                 1.00%       1.00%       1.00%
Distribution and service (12b-1) fees          0.30%       1.00%       1.00%
Other expenses                                 2.35%       2.35%       2.35%
Total fund operating expenses                  3.65%       4.35%       4.35%
Expense reimbursement (at least until 3/1/00)  1.86%       1.86%       1.86%
Annual operating expenses                      1.79%       2.49%       2.49%
                                                      
The hypothetical example below shows what your expenses would be if you
invested $10,000 over the time frames indicated, assuming you reinvested all
distributions and that the average annual return was 5%. The example is for
comparison only, and does not represent the fund's actual expenses and returns,
either past or future.

- --------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class A                         $673         $1,398       $2,143       $4,096
Class B - with redemption       $752         $1,450       $2,259       $4,239
        - without redemption    $252         $1,150       $2,059       $4,239
Class C - with redemption       $352         $1,150       $2,059       $4,385
        - without redemption    $252         $1,150       $2,059       $4,385
    

FUND CODES

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

Ticker            FINAX
CUSIP             409906500
Newspaper         --
SEC number        811-4630

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

Ticker            FINBX
CUSIP             409906609
Newspaper         --
SEC number        811-4630

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

Ticker            --
CUSIP             409906831
Newspaper         --
SEC number        811-4630

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


                                                                              13
<PAGE>

Pacific Basin Equities Fund

GOAL AND STRATEGY

   
[Clipart] The fund seeks long-term growth of capital. To pursue this goal, the
fund invests primarily in a diversified portfolio of equity securities of
companies in the Pacific Basin. The Pacific Basin includes all countries
bordering the Pacific Ocean, but the managers focus on Japan, Hong Kong,
Australia, Singapore, South Korea and Taiwan. The fund may invest in other
Pacific Basin countries, such as Indonesia, Malaysia, New Zealand, the
Philippines, Thailand, China and Vietnam. Some of these are emerging market
countries.

The fund may also invest in stocks of Asian companies outside the Pacific Basin
and in investment-grade debt securities of U.S., Japanese, Australian and New
Zealand issuers. The fund does not maintain a fixed allocation of assets.
    

In managing the portfolio, the managers focus primarily on individual stock
selection rather than country allocation. A team of investment analysts
regularly screens larger and more established companies in these countries which
may be small- or medium-capitalization companies by U.S. standards. The team
identifies those that appear to have capable management and the potential for
strong earnings growth. They track these companies and typically establish
target buy and sell prices for each using a quantitative investment model. The
fund generally invests in 50 to 100 companies based on further fundamental
financial analysis and on-site visits. The managers use country and sector
allocation guidelines to reduce concentration risk.

   
Although the fund invests primarily in common stocks, it may invest in virtually
any type of equity security, foreign or domestic. The fund may use certain
derivatives (investments whose value is based on indices, securities or
currencies).

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

SUBADVISERS

Indocam Asia Advisers Limited
- --------------------------------------------------------------------------------
   
Hong Kong-based team responsible for day-to-day investments
Supervised by the adviser

John Hancock Advisers
International Limited
- --------------------------------------------------------------------------------

London-based affiliate of adviser
Founded in 1986

PORTFOLIO MANAGERS

Ayaz Ebrahim
- --------------------------------------------------------------------------------

Director and CIO of Indocam
Joined team in 1997
Began career in 1988
    
Miren Etcheverry
- --------------------------------------------------------------------------------

Senior vice president of adviser
Joined team and adviser in 1996
Began career in 1977

Gerardo J. Espinoza
- --------------------------------------------------------------------------------

Senior vice president of adviser
Joined team and adviser in 1996
Began career in 1979

John L.F. Wills
- --------------------------------------------------------------------------------

Senior vice president of adviser 
Managing director of subadviser 
Joined team 1988 
Joined subadviser in 1987 
Began career in 1969

PAST PERFORMANCE

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

   
- --------------------------------------------------------------------------------
Class A year-by-year total returns -- calendar years
- --------------------------------------------------------------------------------
 1989     1990    1991   1992    1993    1994   1995   1996     1997    1998

19.04%  -23.01%  12.68%  2.02%  70.45%  -9.28%  4.95%  3.37%  -27.87%  -10.72%

Best quarter:  Q4 '93, 23.91%  Worst quarter:  Q4 '97, -25.64%

- --------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/98
- --------------------------------------------------------------------------------
                                                                       Life of
                                     1 year     5 year     10 year     Class B

Class A                              -15.19%    -9.65%     0.79%       --
Class B - began 3/7/94               -15.83%    --         --          -9.01%
Index                                2.69%      -3.95%     -0.71%      -6.73%

Index: MSCI Pacific Index, an unmanaged index of stocks of companies in
Australia, Japan and certain other Pacific Rim countries.
    

14
<PAGE>

MAIN RISKS

[Clipart] As with any growth fund, the value of your investment will go up and
down in response to stock market movements. Because the fund concentrates on a
single region of the world, its performance may be more volatile than that of a
fund that invests globally.

Foreign investments are more risky than domestic investments. Investments in
foreign securities may be affected by fluctuations in currency exchange rates,
incomplete or inaccurate financial information on companies, social upheavals
and political actions ranging from tax code changes to governmental collapse. In
emerging market economies, including much of the Pacific Basin, these risks are
more significant than in developed economies.

   
The fund's management strategy will influence performance significantly. Pacific
Basin stocks as a group could fall out of favor with the market, causing the
fund to underperform funds that focus on other types of stocks. Similarly, if
the managers' stock selection strategy doesn't perform as expected, the fund
could underperform its peers or lose money.
    

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

   
o  Emerging market securities, derivatives and other higher-risk securities can
   be hard to value or sell at a fair price.

o  Stocks of small- and medium-capitalization companies tend to be more volatile
   than those of larger companies.
    

o  Certain derivatives could produce disproportionate gains or losses.

o  Any bonds held by the fund could be downgraded in credit rating or go into
   default. Bond prices generally fall when interest rates rise.

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

YOUR EXPENSES

[Clipart] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. Because Class C shares are new, their expenses are based on Class B
expenses.

- --------------------------------------------------------------------------------
Shareholder transaction expenses             Class A      Class B      Class C
- --------------------------------------------------------------------------------
Maximum sales charge (load) on purchases
as a % of purchase price                     .00%         none         none
Maximum deferred sales charge (load)
as a % of purchase or sale price, 
whichever is less                            none(1)      5.00%        1.00%

- --------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
- --------------------------------------------------------------------------------
   
Management fee                               0.80%        0.80%        0.80%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               1.36%        1.36%        1.36%
Total fund operating expenses                2.46%        3.16%        3.16%

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

- --------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class A                         $737         $1,228       $1,745       $3,156
Class B - with redemption       $819         $1,274       $1,854       $3,306
        - without redemption    $319         $  974       $1,654       $3,306
Class C - with redemption       $419         $  974       $1,654       $3,467
        - without redemption    $319         $  974       $1,654       $3,467
    

FUND CODES

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

Ticker            JHWPX
CUSIP             410233209
Newspaper         PacBasA
SEC number        811-4932

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

Ticker            FPBBX
CUSIP             410233506
Newspaper         PacBasB
SEC number        811-4932

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

Ticker            --
CUSIP             410233605
Newspaper         --
SEC number        811-4932
    

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


                                                                              15
<PAGE>

Short-Term Strategic Income Fund

GOAL AND STRATEGY

[Clipart] The fund seeks a high level of current income. To pursue this goal,
the fund invests primarily in the following types of securities:

o  foreign government and corpo-rate debt securities from developed and emerging
   markets

   
o  U.S. government and agency securities
    

o  U.S. corporate debt securities

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

   
In managing the portfolio, the managers allocate assets among the three major
sectors based on analysis of economic factors such as projected international
interest rate movements, industry cycles and political trends.
    

Within each sector, the managers look for securities that are appropriate for
the overall portfolio in terms of yield, credit quality, structure and industry
distribution. In selecting government securities, relative yields and
risk/reward ratios are the primary considerations. In selecting corporate bonds,
the managers look for market leaders with strong business models and balance
sheets.

The fund maintains an average portfolio quality rating of A, which is an
investment-grade rating. However, 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.)

Because the fund is non-diversified, it may invest more than 5% of assets in
securities of a single issuer.

   
The fund may use certain derivatives (investments whose value is based on
indices, securities or currencies).
    

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

PAST PERFORMANCE

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

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

                  7.22%  2.57%  5.07%  1.57%  9.25%  8.09%  4.60%  1.19%
    

PORTFOLIO MANAGERS

Frederick L. Cavanaugh, Jr.
- --------------------------------------------------------------------------------

Senior vice president of adviser 
Joined team in 1998 
Joined adviser in 1986
Began career in 1975

Arthur N. Calavritinos, CFA
- --------------------------------------------------------------------------------

Vice president of adviser 
Joined team in 1998 
Joined adviser in 1988 
Began career in 1986

   
Best quarter:  Q2 '95, 5.49%  Worst quarter:  Q3 '98, -4.00%

- --------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/98
- --------------------------------------------------------------------------------
                                                           Life of     Life of
                                    1 year      5 year     Class A     Class B

Class A - began 1/3/92              -1.32%      4.93%      4.79%       --
Class B - began 12/28/90            -1.69%      4.89%      --          4.91%
Index                               9.11%       4.82%      4.14%       4.67%

Index: Salomon Brothers World Money Market Index, an unmanaged index of
short-term foreign bonds.
    

16
<PAGE>

MAIN RISKS

   
[Clipart] The major factors in this fund's performance are interest rates and
credit risk. When interest rates rise, bond prices typically fall. Any bonds
held by the fund could be downgraded in credit rating or go into default. Junk
bonds can fall on bad news about a country, an industry or a company. Share
price, yield and total return may fluctuate more than with less aggressive bond
funds.
    

Foreign investments are more risky than domestic investments. Investments in
foreign securities may be affected by fluctuations in currency exchange rates,
incomplete or inaccurate financial information on companies, social upheavals
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

   
The fund's management strategy will influence performance significantly. If the
fund invests in countries or regions that experience economic downturns,
performance could suffer. Similarly, if the managers' country or sector
allocations and securities selection strategies don't perform as expected, the
fund could underperform its peers or lose money.
    

To the extent that the fund invests in securities with additional risks, those
risks could reduce performance:

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

o  Emerging market, securities, derivatives and other higher-risk securities can
   be hard to value or to sell at a fair price.

o  Certain derivatives could produce disproportionate gains or losses.

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

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

YOUR EXPENSES

   
[Clipart] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. Because Class C shares are new, their expenses are based on Class B
expenses.

- --------------------------------------------------------------------------------
Shareholder transaction expenses             Class A      Class B      Class C
- --------------------------------------------------------------------------------
Maximum sales charge (load) on purchases
as a % of purchase price                     3.00%        none         none
Maximum deferred sales charge (load)
as a % of purchase or sale price, 
whichever is less                            none(1)      3.00%        1.00%

- --------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
- --------------------------------------------------------------------------------
Management fee                               0.65%        0.65%        0.65%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.40%        0.40%        0.40%
Total fund operating expenses                1.35%        2.05%        2.05%

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

- --------------------------------------------------------------------------------
Expenses                        Year 1       Year 3       Year 5       Year 10
- --------------------------------------------------------------------------------
Class A                         $433         $715         $1,017       $1,875
Class B - with redemption       $508         $842         $1,103       $1,958
        - without redemption    $208         $643         $1,103       $1,958
Class C - with redemption       $308         $643         $1,103       $2,379
        - without redemption    $208         $643         $1,103       $2,379

FUND CODES

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

Ticker            JHSAX
CUSIP             409906856
Newspaper         STStratA
SEC number        811-4630

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

Ticker            FRSWX
CUSIP             409906708
Newspaper         STStratB
SEC number        811-4630

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

Ticker            --
CUSIP             409906799
Newspaper         --
SEC number        811-4630

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

                                                                              17
<PAGE>

Your account

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

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

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

o  Front-end sales charges, as described at right.

o  Distribution and service (12b-1) fees of 0.30%.

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

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

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

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

   
o  Automatic conversion to Class A shares after either five years (Short-Term
   Strategic Income) or eight years (all other funds), thus reducing future
   annual expenses.
    

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

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

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

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

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

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

   
Because 12b-1 fees are paid on an ongoing basis, Class B and Class C
shareholders could end up paying more expenses over the long term than if they
had paid a sales charge.
    

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

- --------------------------------------------------------------------------------
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 - all other 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
- --------------------------------------------------------------------------------
                                           CDSC on shares
Your investment                            being sold

First $1M - $4,999,999                     1.00%
Next $1 - $5M above that                   0.50%
Next $1 or more above that                 0.25%

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

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


18 YOUR ACCOUNT
<PAGE>

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

   
- --------------------------------------------------------------------------------
Class B deferred charges
- --------------------------------------------------------------------------------
                   CDSC on Short-Term   CDSC on all
Years after        Strategic Income     other fund shares
purchase           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 6th year     none                 none
    
- --------------------------------------------------------------------------------
Class C deferred charges
- --------------------------------------------------------------------------------
Years after purchase                    CDSC

1st year                                1.00%
After 1st year                          none

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

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

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

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

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

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

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

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

Group Investment Program A group may be treated as a single purchaser under the
accumulation and combination privileges. Each investor has an individual
account, but the group's investments are lumped together for sales charge
purposes, making the investors potentially eligible for reduced sales charges.
There is no charge, 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 (see the back
cover of this prospectus).


                                                                 YOUR ACCOUNT 19
<PAGE>

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

To utilize: contact your financial representative or Signature Services.

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

o  selling brokers and their employees and sales representatives

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

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

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

o  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)

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

Opening An Account

1  Read this prospectus carefully.

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

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

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

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


20 YOUR ACCOUNT
<PAGE>

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

By check

[Clipart]  o  Make out a check for the        o  Make out a check for the
              investment amount, payable to      investment amount payable to
              "John Hancock Signature            "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 slip
              mail them to Signature             is available, include a note
              Services (address below).          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

[Clipart]  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

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

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

By phone

[Clipart]  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 21
<PAGE>

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

By letter

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

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

                                                o  Mail the materials to
                                                   Signature Services.

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

By phone

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

                                                o  To place your order, call
                                                   your financial representative
                                                   or Signature Services between
                                                   8 A.M. and 4 P.M. Eastern
                                                   Time on most business days.

By wire or electronic funds transfer (EFT)

[Clipart]       o  Requests by letter to sell   o  To verify that the
                   any amount (accounts of any     telephone redemption
                   type).                          privilege is in place on an
                                                   account, or to request the
                o  Requests by phone to sell       form to add it to an
                   up to $100,000 (accounts        existing account, call
                   with telephone redemption       Signature Services.
                   privileges).
                                                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

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

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

By check

[Clipart]       o  Short-Term Strategic         o  Request checkwriting on your
                   Income 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.


22 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)

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

- --------------------------------------------------------------------------------
Seller                                   Requirements for written requests
- --------------------------------------------------------------------------------
                                                                       [Clipart]

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

                                         o  Signature guarantee if applicable
                                            (see above).

Owners of corporate or association       o  Letter of instruction.
accounts.
                                         o  Corporate resolution, certified
                                            within the past 12 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  Provide a copy of the trust
                                            document certified within the past
                                            12 months.

                                         o  Signature guarantee if applicable
                                            (see above).

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

                                         o  Signature guarantee if applicable
                                            (see above).

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

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

                                         o  Signature guarantee if applicable
                                            (see above).

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

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

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

Phone Number: 1-800-225-5291

Or contact your financial representative
for instructions and assistance.

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

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


                                                                 YOUR ACCOUNT 23
<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). The funds use market prices in
valuing portfolio securities, but may use fair-value estimates if reliable
market prices are unavailable. The fund may also value securities at fair value
if the value of these securities has been materially affected by events
occurring after the close of a foreign market.
    

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

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

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

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

Telephone transactions For your protection, telephone requests may be recorded
in order to verify their accuracy. Also for your protection, telephone
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.

- --------------------------------------------------------------------------------
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 Short-Term Strategic Income Fund declares income dividends daily and
pays them monthly. These income dividends begin accruing the day after the fund
receives payment and continue through the day your shares are actually sold. The
other funds pay income dividends, if any, annually. All funds distribute any
capital gains annually. Short-Term Strategic Income Fund's dividends are mostly
from ordinary income and the other funds' dividends are mostly from capital
gains.
    

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


24 YOUR ACCOUNT
<PAGE>

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

   
Year 2000 compliance The adviser and the funds' service providers are taking
steps to address any year 2000-related computer problems. However, there is some
risk that these problems could disrupt the issuers in which the funds invest,
the funds' operations or financial markets generally.
    

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

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

o  Complete the appropriate parts of your account application.

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

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

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

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

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

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

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

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


                                                                 YOUR ACCOUNT 25
<PAGE>

Fund details

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

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

The trustees of the European Equity, Global Health Sciences and International
funds have the power to change these funds' respective investment goals without
shareholder approval.

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

   
- --------------------------------------------------------------------------------
Fund                                      % of net assets
- --------------------------------------------------------------------------------
European Equity                           0.00%
Global                                    0.86%
Global Health Sciences                    0.80%
Global Technology                         0.79%
International                             0.00%
Pacific Basin Equities                    0.80%
Short-Term Strategic Income               0.65%
    

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

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

  Distribution and
shareholder services

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

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

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

                            John Hancock Funds, Inc.

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

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

                      John Hancock Signature Services, Inc.

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

                                                                        Asset
                                                                      management

                      ------------------------------------
                                   Subadvisors

                              John Hancock Advisers
                              International Limited
                                32-36 Duke Street
                                St. James SWIY6DF
                                  London, U.K.

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

                          Indocam Asia Advisors 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.
                      ------------------------------------

                      ------------------------------------
                                   Custodian

                           Investors Bank & Trust Co.

                       State Street Bank and Trust Company

                      Holds the funds' assets, settles all
                     portfolio trades and collects most of
                        the valuation data required for
                          calculating each fund's NAV.
                      ------------------------------------

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

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


26 FUND DETAILS
<PAGE>

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

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

European Equity Fund

Figures audited by PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Class A - period ended:                                                       10/98(1)
- -------------------------------------------------------------------------------------
<S>                                                                            <C>   
Per share operating performance
Net asset value, beginning of period                                           $10.00
Net investment income loss(2)                                                    0.01
Net realized and unrealized gain (loss) on investments, financial futures
contracts and foreign currency transactions 0.06
Total from investment operations                                                 0.07
Net asset value, end of period                                                 $10.07
Total investment return at net asset value(3) (%)                                0.70(4)
Total adjusted investment return at net asset value(3,5) (%)                    (0.24)(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                   12,147
Ratio of expenses to average net assets (%)                                      1.90(6)
Ratio of adjusted expenses to average net assets(7) (%)                          3.31(6)
Ratio of net investment income (loss) to average net assets (%)                  0.16(6)
Ratio of adjusted net investment income (loss) to average net assets(7) (%)     (1.25)(6)
Portfolio turnover rate (%)                                                        31
Fee reduction per share(2) ($)                                                   0.10

<CAPTION>
- -------------------------------------------------------------------------------------
Class B - period ended:                                                       10/98(1)
- -------------------------------------------------------------------------------------
<S>                                                                            <C>   
Per share operating performance
Net asset value, beginning of period                                           $11.07
Net investment income (loss)(2)                                                 (0.04)
Net realized and unrealized gain (loss) on investments, financial futures
contracts and foreign currency transactions                                     (0.99)
Total from investment operations                                                (1.03)
Net asset value, end of period                                                 $10.04
Total investment return at net asset value(3) (%)                               (9.30)(4)
Total adjusted investment return at net asset value(3,5) (%)                    (9.89)(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                   15,847
Ratio of expenses to average net assets (%)                                      2.60(6)
Ratio of adjusted expenses to average net assets(7) (%)                          4.01(6)
Ratio of net investment income (loss) to average net assets (%)                 (1.12)(6)
Ratio of adjusted net investment income (loss) to average net assets(7) (%)     (2.53)(6)
Portfolio turnover rate (%)                                                        31
Fee reduction per share(2) ($)                                                   0.06
</TABLE>

(1) Class A and Class B shares began operations on March 2, 1998 and June 1,
    1998, 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) 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.
    

                                                                 FUND DETAILS 27
<PAGE>

Global Fund

Figures audited by PricewaterhouseCoopers LLP.
   
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                            10/94     10/95     10/96     10/97        10/98
- -------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>        <C>       <C>       <C>         <C>    
Per share operating performance
Net asset value, beginning of period                              $14.30    $14.16    $12.67    $12.97       $12.94
Net investment income (loss)(1)                                    (0.07)    (0.03)    (0.02)    (0.05)       (0.05)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                       1.24     (0.13)     1.20      1.21         1.53
Total from investment operations                                    1.17     (0.16)     1.18      1.16         1.48
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                           (1.31)    (1.33)    (0.88)    (1.19)       (0.96)
Net asset value, end of period                                    $14.16    $12.67    $12.97    $12.94       $13.46
Total investment return at net asset value(2) (%)                   8.64     (0.37)     9.87      9.36        11.88
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                     100,973    93,597    94,746    92,127      120,775
Ratio of expenses to average net assets (%)                         1.98      1.87      1.88      1.81(3)      1.82(3)
Ratio of net investment income (loss) to average net assets (%)    (0.54)    (0.23)    (0.19)    (0.36)       (0.33)
Portfolio turnover rate (%)                                           61        60        98        81          160

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                            10/94     10/95     10/96     10/97        10/98
- -------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>       <C>       <C>       <C>          <C>
Per share operating performance
Net asset value, beginning of period                              $14.17    $13.93    $12.36    $12.54       $12.39
Net investment income (loss)(1)                                    (0.15)    (0.11)    (0.10)    (0.14)       (0.13)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                       1.22     (0.13)     1.16      1.18         1.46
Total from investment operations                                    1.07     (0.24)     1.06      1.04         1.33
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                           (1.31)    (1.33)    (0.88)    (1.19)       (0.96)
Net asset value, end of period                                    $13.93    $12.36    $12.54    $12.39       $12.76
Total investment return at net asset value(2) (%)                   7.97     (1.01)     9.10      8.67        11.15
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      31,822    24,570    27,599    28,007       55,229
Ratio of expenses to average net assets (%)                         2.59      2.57      2.54      2.49(3)      2.46(3)
Ratio of net investment income (loss) to average net assets (%)    (1.12)    (0.89)    (0.83)    (1.04)       (0.97)
Portfolio turnover rate (%)                                           61        60        98        81          160
</TABLE>

(1) Based on the average of the shares outstanding at the end of each month.
(2) Assumes dividend reinvestment and does not reflect the effect of sales
    charges. 
(3) Expense ratios do not include interest expense due to bank loans, which
    amounted to less than $0.01 per share.
    

28 FUND DETAILS
<PAGE>

Global Health Sciences Fund
   
Figures audited by PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                         8/94        8/95        8/96      10/96(1)     10/97       10/98
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>   
Per share operating performance
Net asset value, beginning of period                          $13.38      $16.51      $21.61      $25.43      $25.11      $30.25
Net investment income (loss)                                   (0.32)      (0.36)(2)   (0.19)(2)   (0.05)(2)   (0.19)(2)   (0.23)(2)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                               3.45        5.46        4.15       (0.27)       6.56        4.38
Total from investment operations                                3.13        5.10        3.96       (0.32)       6.37        4.15
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                          --          --       (0.14)         --       (1.23)      (0.51)
Net asset value, end of period                                $16.51      $21.61      $25.43      $25.11      $30.25      $33.89
Total investment return at net asset value(3) (%)              23.39       30.89       18.39       (1.26)(4)   26.63       13.91
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                  18,643      24,394      42,405      42,618      53,122      83,928
Ratio of expenses to average net assets (%)                     2.55        2.56        1.80        1.92(5)     1.68        1.61
Ratio of net investment income (loss) to average 
net assets (%)                                                 (2.01)      (1.99)      (0.75)      (1.04)(5)   (0.71)      (0.71)
Portfolio turnover rate (%)                                       52          38          68          24          57          39

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                       8/94(6)       8/95        8/96      10/96(1)     10/97       10/98
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <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      $29.40
Net investment income (loss)(2)                                (0.17)      (0.55)      (0.34)      (0.08)      (0.37)      (0.45)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                              (0.66)       5.44        4.07       (0.26)       6.40        4.25
Total from investment operations                               (0.83)       4.89        3.73       (0.34)       6.03        3.80
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                          --          --       (0.14)         --       (1.23)      (0.51)
Net asset value, end of period                                $16.46      $21.35      $24.94      $24.60      $29.40      $32.69
Total investment return at net asset value(3) (%)              (4.80)(4)   29.71       17.53       (1.36)(4)   25.76       13.11
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                   1,071       6,333      36,591      37,521      53,436     123,880
Ratio of expenses to average net assets (%)                     3.34(5)     3.45        2.42        2.62(5)     2.38        2.31
Ratio of net investment income (loss) to average 
net assets (%)                                                 (2.65)(5)   (2.91)      (1.33)      (1.74)(5)   (1.41)      (1.41)
Portfolio turnover rate (%)                                       52          38          68          24          57          39
</TABLE>

(1) Effective October 31, 1996, the fiscal year end changed from August 31 to
    October 31.
(2) Based on the average of the shares outstanding at the end of each month. 
(3) Assumes dividend reinvestment and does not reflect the effect of sales
    charges. 
(4) Not annualized. 
(5) Annualized. 
(6) Class B shares began operations on March 7, 1994.
    

                                                                 FUND DETAILS 29
<PAGE>

Global Technology Fund
   
Figures audited by Ernst & Young LLP.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                    12/93    12/94        12/95        10/96(1)       10/97        10/98
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>      <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       $30.05
Net investment income (loss)                               (0.21)   (0.22)(2)    (0.22)(2,3)    (0.14)(2)    (0.27)(2)    (0.28)(2)
Net realized and unrealized gain (loss) on 
investments and options                                     4.92     1.87         8.53           1.42         5.76         1.09
Total from investment operations                            4.71     1.65         8.31           1.28         5.49         0.81
Less distributions:
  Distributions from net realized gain on investments 
  sold and options                                         (2.20)   (1.26)       (1.64)            --        (1.23)       (2.40)
Net asset value, end of period                            $17.45   $17.84       $24.51         $25.79       $30.05       $28.46
Total investment return at net asset value(4) (%)          32.06     9.62        46.53           5.22(5)     21.90         3.95
Total adjusted investment return at net asset 
value(4) (%)                                                  --       --        46.41(6)          --           --           --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)              41,749   52,193      155,001        166,010      184,048      186,259
Ratio of expenses to average net assets (%)                 2.10     2.16         1.67(3)        1.57(7)      1.51         1.50
Ratio of net investment income (loss) to average 
net assets (%)                                             (1.49)   (1.25)       (0.89)(3)      (0.68)(7)    (0.95)       (0.97)
Portfolio turnover rate (%)                                   86       67           70             64          104           86

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                             12/94(8)     12/95      10/96(1)     10/97    10/98
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>         <C>         <C>         <C>      <C>   
Per share operating performance
Net asset value, beginning of period                                $17.24      $17.68      $24.08      $25.20   $29.12
Net investment income (loss)(2)                                      (0.35)      (0.39)(3)   (0.28)      (0.45)   (0.45)
Net realized and unrealized gain (loss) on investments and options    2.05        8.43        1.40        5.60     1.02
Total from investment operations                                      1.70        8.04        1.12        5.15     0.57
Less distributions:
  Distributions from net realized gain on investments sold           (1.26)      (1.64)         --       (1.23)   (2.40)
Net asset value, end of period                                      $17.68      $24.08      $25.20      $29.12   $27.29
Total investment return at net asset value(4) (%)                    10.02(5)    45.42        4.65(5)    21.04     3.20
Total adjusted investment return at net asset value(4) (%)              --       45.30(6)       --          --       --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         9,324      35,754      50,949      65,851   77,999
Ratio of expenses to average net assets (%)                           2.90(7)     2.41(3)     2.27(7)     2.21     2.20
Ratio of net investment income (loss) to average net assets (%)      (1.98)(7)   (1.62)(3)   (1.38)(7)   (1.65)   (1.67)
Portfolio turnover rate (%)                                             67          70          64         104       86
</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) Reflects voluntary fee reductions and expense limitations in effect during
    the year ended December 31, 1995, which amounted to $0.02 and $0.03 per
    share for Class A and Class B shares, respectively. Absent such reductions
    the ratio of expenses to average net assets would have been 1.79% and 2.53%
    for Class A and Class B shares, respectively, and the ratio of net
    investment loss to average net assets would have been (1.01%) and (1.74%)
    for Class A and Class B shares, respectively.
(4) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(5) Not annualized.
(6) An estimated total return calculation which takes into consideration fees
    and expenses waived or borne by the adviser during the periods shown.
(7) Annualized.
(8) Class B shares commenced operations on January 3, 1994.
    

30 FUND DETAILS
<PAGE>

International Fund
   
Figures audited by PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                          10/94(1)     10/95    10/96       10/97       10/98
- --------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>      <C>         <C>         <C>  
Per share operating performance
Net asset value, beginning of period                              $8.50       $8.65    $8.14       $8.70       $8.41
Net investment income (loss)                                       0.07(2)     0.04     0.06(2)    (0.02)(2)    0.00(2,3)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                  0.08       (0.47)    0.50       (0.26)       0.47
Total from investment operations                                   0.15       (0.43)    0.56       (0.28)       0.47
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)      --          --       (0.07)
  Total distributions                                                --       (0.08)      --       (0.01)      (0.07)
Net asset value, end of period                                    $8.65       $8.14    $8.70       $8.41       $8.81
Total investment return at net asset value(4) (%)                  1.77(5)    (4.96)    6.88       (3.22)       5.61
Total adjusted investment return at net asset value(4,6) (%)      (0.52)(5)   (8.12)    5.33       (4.52)       3.75
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      4,426       4,215    5,098       4,965       6,116
Ratio of expenses to average net assets (%)                        1.50(7)     1.64     1.75        1.73(8)     1.79(8)
Ratio of adjusted expenses to average net assets(9) (%)            3.79(7)     4.80     3.30        3.03(8)     3.65(8)
Ratio of net investment income (loss) to average net assets (%)    1.02(7)     0.56     0.68       (0.16)       0.04
Ratio of adjusted net investment income (loss) to average
net assets(9) (%)                                                 (1.27)(7)   (2.60)   (0.87)      (1.46)      (1.82)
Portfolio turnover rate (%)                                          50          69       83         169         129
Fee reduction per share(2) ($)                                     0.16        0.25     0.14        0.12        0.17

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                          10/94(1)     10/95    10/96        10/97       10/98
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>      <C>          <C>         <C>  
Per share operating performance
Net asset value, beginning of period                              $8.50       $8.61    $8.05        $8.55       $8.22
Net investment income (loss)                                       0.02(2)    (0.03)    0.00(2,3)   (0.08)(2)   (0.06)(2)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                  0.09       (0.48)    0.50        (0.25)       0.46
Total from investment operations                                   0.11       (0.51)    0.50        (0.33)       0.40
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                             --       (0.05)      --           --       (0.07)
Net asset value, end of period                                    $8.61       $8.05    $8.55        $8.22       $8.55
Total investment return at net asset value(4) (%)                  1.29(5)    (5.89)    6.21        (3.86)       4.88
Total adjusted investment return at net asset value(4,6) (%)      (1.00)(5)   (9.05)    4.66        (5.16)       3.02
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                      3,948       3,990    8,175        8,713       9,720
Ratio of expenses to average net assets (%)                        2.22(7)     2.52     2.45         2.43(8)     2.49(8)
Ratio of adjusted expenses to average net assets(9) (%)            4.51(7)     5.68     4.00         3.73(8)     4.35(8)
Ratio of net investment income (loss) to average net assets (%)    0.31(7)    (0.37)    0.02        (0.88)      (0.66)
Ratio of adjusted net investment income (loss) to average 
net assets(9) (%)                                                 (1.98)(7)   (3.53)   (1.53)       (2.18)      (2.52)
Portfolio turnover rate (%)                                          50          69       83          169         129
Fee reduction per share(2) ($)                                     0.16        0.25     0.14         0.12        0.17
</TABLE>
    

                                                                 FUND DETAILS 31
<PAGE>

International Fund continued
   
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Class C - period ended:                                                                   10/98(1)
- -------------------------------------------------------------------------------------------------
<S>                                                                                         <C>  
Per share operating performance
Net asset value, beginning of period                                                        $9.36
Net investment income (loss)(2)                                                             (0.03)
Net realized and unrealized gain (loss) on investments and foreign currency transactions    (0.78)
Total from investment operations                                                            (0.81)
Net asset value, end of period                                                              $8.55
Total investment return at net asset value(4) (%)                                           (8.65)(5)
Total adjusted investment return at net asset value (4,6) (%)                               (9.43)(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                   23
Ratio of expenses to average net assets (%)                                                  2.29(7,8)
Ratio of adjusted expenses to average net assets(9) (%)                                      4.15(7,8)
Ratio of net investment income (loss) to average net assets (%)                             (1.27)(7)
Ratio of adjusted net investment income (loss) to average net assets(9) (%)                 (3.13)(7)
Portfolio turnover rate (%)                                                                   129
Fee reduction per share(2) ($)                                                               0.07
</TABLE>

(1) Class A and Class B shares began operations on January 3, 1994. Class C
    shares began operations on June 1, 1998. 
(2) Based on the average of the shares outstanding at the end of each month.
(3) Less than $0.01 per share.
(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) Expense ratios do not include interest expense due to bank loans, which
    amounted to less than $0.01 per share. 
(9) Unreimbursed, without fee reduction.
    

32  FUND DETAILS
<PAGE>

Pacific Basin Equities Fund
   
Figures audited by PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                   8/94        8/95        8/96   10/96(1)     10/97    10/98
- --------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>         <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   $11.63
Net investment income (loss)(2)                          (0.10)       0.02(3)    (0.02)   (0.02)      (0.07)    0.02
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                         3.12       (1.24)       0.65    (0.25)      (2.66)   (2.89)
Total from investment operations                          3.02       (1.22)       0.63    (0.27)      (2.73)   (2.87)
Less distributions:
  Distributions from net realized gain on investments
  sold and foreign currency transactions                 (0.41)      (0.55)         --       --       (0.11)      --
Net asset value, end of period                          $15.88      $14.11      $14.74   $14.47      $11.63    $8.76
Total investment return at net asset value(4) (%)        22.82       (7.65)       4.47    (1.83)(5)  (19.03)  (24.68)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)            50,261      37,417      41,951   38,694      21,109   14,717
Ratio of expenses to average net assets (%)               2.43        2.05        1.97     2.21(6)     2.06     2.46
Ratio of net investment income (loss) to average
net assets (%)                                           (0.66)       0.13(3)    (0.15)   (0.83)(6)   (0.49)    0.22
Portfolio turnover rate (%)                                 68          48          73       15         118      230

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                 8/94(7)       8/95        8/96   10/96(2)     10/97    10/98
- --------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>         <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   $11.32
Net investment income (loss)(2)                          (0.09)      (0.09)      (0.13)   (0.04)      (0.18)   (0.04)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                         0.82       (1.24)       0.66    (0.25)      (2.59)   (2.81)
Total from investment operations                          0.73       (1.33)       0.53    (0.29)      (2.77)   (2.85)
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    $8.47
Total investment return at net asset value(4) (%)         4.83(5)    (8.38)       3.80    (2.00)(5)  (19.67)  (25.18)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)             9,480      14,368      32,342   30,147      17,320   13,166
Ratio of expenses to average net assets (%)               3.00(6)     2.77        2.64     2.90(6)     2.76     3.16
Ratio of net investment income (loss) to average
net assets (%)                                           (1.40)(6)   (0.66)      (0.86)   (1.52)(6)   (1.19)   (0.48)
Portfolio turnover rate (%)                                 68          48          73       15         118      230
</TABLE>

(1) Effective October 31, 1996, the fiscal year end changed from August 31 to
    October 31.
(2) Based on the average of the shares outstanding at the end of each month.
(3) 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.
(4) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
(5) Not annualized.
(6) Annualized.
(7) Class B shares began operations on March 7, 1994.
    

                                                                 FUND DETAILS 33
<PAGE>

Short-Term Strategic Income Fund
   
Figures audited by PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                     10/94       10/95       10/96    10/97       10/98
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>         <C>      <C>         <C>   
Per share operating performance
Net asset value, beginning of period                                        $9.12       $8.47       $8.41    $8.46       $8.31
  Net investment income (loss)                                               0.76(1)     0.77(1)     0.65     0.61(1)     0.49(1)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                           (0.53)      (0.06)       0.05    (0.15)      (0.39)
Total from investment operations                                             0.23        0.71        0.70     0.46        0.10
Less distributions:
  Dividends from net investment income                                      (0.62)      (0.61)      (0.57)   (0.52)      (0.48)
  Distributions in excess of net investment income                          (0.04)         --          --    (0.08)      (0.00)(2)
  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)      (0.01)
  Total distributions                                                       (0.88)      (0.77)      (0.65)   (0.61)      (0.49)
Net asset value, end of period                                              $8.47       $8.41       $8.46    $8.31       $7.92
Total investment return at net asset value(3) (%)                            2.64        8.75        8.60     5.55        1.17
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                               13,091      16,997      49,338   64,059      50,498
Ratio of expenses to average net assets (%)                                  1.26        1.33        1.48     1.43        1.35
Ratio of net investment income (loss) to average net assets (%)              8.71        9.13        7.59     7.22        5.97
Portfolio turnover rate (%)                                                   150         147          77       71          74

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                     10/94       10/95       10/96    10/97       10/98
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>         <C>         <C>      <C>         <C>   
Per share operating performance
Net asset value, beginning of period                                        $9.11       $8.46       $8.40    $8.45       $8.30
Net investment income (loss)                                                 0.70(1)     0.70(1)     0.59     0.55(1)     0.44(1)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                           (0.53)      (0.06)       0.05    (0.15)      (0.38)
Total from investment operations                                             0.17        0.64        0.64     0.40        0.06
Less distributions:
  Dividends from net investment income                                      (0.56)      (0.56)      (0.52)   (0.47)      (0.43)
  Distributions in excess of net investment income                          (0.04)         --          --    (0.07)      (0.00)(2)
  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)      (0.01)
  Total distributions                                                       (0.82)      (0.70)      (0.59)   (0.55)      (0.44)
Net asset value, end of period                                              $8.46       $8.40       $8.45    $8.30       $7.92
Total investment return at net asset value(3) (%)                            1.93        7.97        7.89     4.83        0.60
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                               98,390      84,601      48,137   25,908      19,950
Ratio of expenses to average net assets (%)                                  1.99        2.07        2.12     2.13        2.02
Ratio of net investment income to average net assets (%)                     8.00        8.40        7.07     6.51        5.30
Portfolio turnover rate (%)                                                   150         147          77       71          74
</TABLE>

(1) Based on the average of the shares outstanding at the end of each month.
(2) Less than $0.01 per share. 
(3) Assumes dividend reinvestment and does not reflect the effect of sales
    charges.
    

34  FUND DETAILS
<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, a discussion of the market conditions and
investment strategies that significantly affected performance, as well as the
auditors' report (in annual report only).

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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

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

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

By mail:
John Hancock Signature
Services, Inc.
1 John Hancock Way, Suite 1000
Boston, MA02217-1000

By phone: 1-800-225-5291

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

By TDD: 1-800-544-6713

On the Internet: www.jhancock.com/funds

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

In person: at the SEC's Public Reference Room in Washington, DC

By phone: 1-800-SEC-0330

By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)

On the Internet: www.sec.gov

[LOGO] JOHN HANCOCK FUNDS
       A Global Investment Management Firm

       101 Huntington Avenue
       Boston, Massachusetts
       02199-7603

                                               (C) 1999 John Hancock Funds, Inc.
                                                                      GLIPN 3/99

John Hancock(R)



<PAGE>

                                                           
                    JOHN HANCOCK PACIFIC BASIN EQUITIES FUND

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

                                  March 1, 1999

This Statement of Additional Information provides information about John Hancock
Pacific Basin Equities Fund (the "Fund") in addition to the information  that is
contained in the combined  International/Global Funds' Prospectus dated March 1,
1999 (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..............................................         12
Those Responsible for Management.....................................         14
Investment Advisory and Other Services...............................         22
Distribution Contracts...............................................         25
Sales Compensation...................................................         27
Net Asset Value......................................................         29
Initial Sales Charge on Class A Shares...............................         29
Deferred Sales Charge on Class B and Class C Shares..................         32
Special Redemptions..................................................         36
Additional Services and Programs.....................................         36
Description of the Fund's Shares.....................................         38
Tax Status...........................................................         39
Calculation of Performance...........................................         44
Brokerage Allocation.................................................         46
Transfer Agent Services..............................................         48
Custody of Portfolio.................................................         48
Independent Auditors.................................................         48
Appendix A - Description of Investment Risk .........................        A-1
Appendix B - Description of Bond and Commercial Paper Ratings .......        B-1
Financial Statements.................................................        F-1
    

                                       1
<PAGE>


ORGANIZATION OF THE FUND

The Fund is a series of the Trust,  an open-end  investment  management  company
organized as a  Massachusetts  business trust in August,  1986 under the laws of
The Commonwealth of Massachusetts. On October 1, 1992, the Fund changed its name
from John Hancock World Fund - Pacific Basin Equities  Portfolio to John Hancock
Freedom Pacific Basin Equities Fund.

John Hancock Advisers, Inc. (the "Adviser") is the Fund's investment adviser and
is solely  responsible  for advising the Fund with respect to investments in the
U.S. and Canada.  The Adviser is an indirect,  wholly-owned  subsidiary  of John
Hancock Mutual Life Insurance Company (the "Life Company"), a Massachusetts life
insurance company chartered in 1862, with national  headquarters at John Hancock
Place, Boston, Massachusetts.

The Fund has two Subadvisers: Indocam Asia Advisers Ltd. ("IAAL") and John
Hancock Advisers International Limited ("JHAI") (collectively, the
"Subadvisers"). IAAL is organized under the laws of Hong Kong and indirectly
owned by Caisse Nationale de Credit Agricole. Together IAAL and JHAI, a London
based wholly owned subsidiary of the Adviser, are responsible for providing
advice to the Fund with respect to investments other than in the U.S. and
Canada, subject to the review of the Trustees and overall supervision of the
Adviser.

INVESTMENT OBJECTIVE AND POLICIES

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

   
The Fund's investment  objective is to achieve  long-term  capital  appreciation
through  investment in a diversified  portfolio of equity  securities of issuers
located in countries of the Pacific Basin. These investments will consist of (1)
securities of companies  traded  principally on stock exchanges in Pacific Basin
countries;  (2)  securities  of  companies  deriving at least 50% of their total
revenue from goods produced,  sales made or services  performed in Pacific Basin
countries;  (3)  securities of companies  that are  organized  under the laws of
Pacific Basin  countries,  which are publicly  traded on  recognized  securities
exchanges  outside these countries;  and (4) securities of investment  companies
and trusts that  invest  principally  in the  foregoing.  The Pacific Basin
includes all countries bordering on the Pacific Ocean, but the managers focus
on Japan, Hong Kong, Australia, Singapore, South Korea and Taiwan.  The fund may
invest in other Pacific Basin countries outside of Asia, such as Canada and the
United States.
    

Under normal  conditions,  the Fund will invest at least 65% of its total assets
in Pacific Basin corporate common stock and other equity securities  (consisting
of common stock,  warrants and securities  convertible  into common stock).  The
balance of the Fund's  assets  will be  invested  in (1)  equity  securities  of
issuers  located in Asian countries not in the Pacific Basin  (including  India,
Pakistan,  Sri Lanka and  Bangladesh)  and (2) investment  grade debt securities
(i.e.,  rated BBB, Baa or higher by Standard & Poor's  Ratings  Group or Moody's
Investors Services,  Inc., or, if unrated by either such service,  determined to
be of  comparable  quality by the Adviser or a  Subadviser)  of U.S.,  Japanese,
Australian and New Zealand  companies and governments  and 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.

                                       2
<PAGE>


The Fund has not  established  any  limitations on the allocation of investments
among the  Pacific  Basin  countries.  The  portion of the  Fund's  assets to be
allocated  to each of the Pacific  Basin  countries  will be  determined  by the
Trustees  based on  recommendations  of the Adviser,  in  consultation  with the
Subadvisers,  as described under the caption "Those Responsible for Management."
In making this allocation  recommendation,  the Adviser and the Subadvisers will
consider several factors,  including the relative  economic growth and potential
of the various economies and securities  markets,  expected levels of inflation,
governmental  policies  influencing  business  conditions,  regulatory  and  tax
considerations,   the  domestic  and  international   strength  of  the  leading
industrial  sectors and currency stability relative to the U.S. When the Adviser
and the Subadvisers believe that investment conditions are unfavorable, they may
recommend a temporary  reduction in the proportion of assets assigned to Pacific
Basin  countries and  investment of a higher than normal  proportion in the debt
and other securities described above.

Under  normal  conditions,  up to 35% of the Fund's  total assets may be held in
cash  or  investment  grade  short-term  securities  and  repurchase  agreements
(denominated  in U.S.  dollars) to meet  anticipated  redemptions  of the Fund's
shares.  When the Adviser or Sub- Advisers believe it is appropriate to maintain
a defensive  position,  any of them may temporarily  maintain all or any part of
the Fund's  assets in money  market  instruments,  including  but not limited to
governmental   obligations,   certificates  of  deposit,  bankers'  acceptances,
commercial paper and 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.

   
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 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. The fund may
also invest in equity linked notes and local shares participation notes. Foreign
issuers may be assigned to reasonable industry classifications that differ from
the industry classifications ordinarily assigned to U.S. issuers.
    

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
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
Subadvisers.

                                       3
<PAGE>


If the Fund  purchases  a  forward  contract  or sells a  forward  contract  for
non-hedging purposes, its custodian will segregate cash or liquid securities, of
any type or  maturity,  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.

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

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
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.

                                       4
<PAGE>


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.

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

                                       5
<PAGE>


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

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

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.

                                       6
<PAGE>


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

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

Purchasing Options. The Fund would normally purchase call options in
anticipation of an increase, or put options in anticipation of a decrease
("protective puts") in the market value of securities 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.

                                       7
<PAGE>


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

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

                                       8
<PAGE>


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.

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.

                                       9
<PAGE>


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
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 a
segregated account consisting of cash or liquid securities in an amount equal to
the underlying value of such contracts and options.

                                       10
<PAGE>


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

Perfect correlation between the Fund's futures positions and portfolio positions
will be impossible to achieve. In the event of an imperfect  correlation between
a futures  position and a portfolio  position which is intended to be protected,
the desired  protection  may not be obtained and the Fund may be exposed to risk
of loss.

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

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

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

Short Sales. The Fund may engage in short sales 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.

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.

                                       11

<PAGE>


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

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

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

INVESTMENT RESTRICTIONS

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

The Fund may not:

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

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

                                       12

<PAGE>


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

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

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

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

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

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

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

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

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

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

The Fund may not:

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

                                       13

<PAGE>


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

        (c) 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.

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

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

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

Nothing in the foregoing investment restrictions shall be deemed to prohibit the
Fund from  purchasing the  securities of any issuer  pursuant to the exercise of
subscription  rights distributed to the Fund by the issuer,  except that no such
purchase  may be made if as a result,  the Fund will no longer be a  diversified
investment company as defined in the Investment Company Act or will fail to meet
the  diversification  requirements for a regulated  investment company under the
Internal  Revenue Code of 1986,  as amended.  Japanese  corporations  frequently
issue  additional  capital stock by means of  subscription  rights  offerings to
existing  shareholders at a price  substantially  below the market prices of the
shares.  The failure to exercise such rights would result in the Fund's interest
in the issuing  company  being  diluted.  The market for such rights is not well
developed in all cases and,  accordingly,  the Fund may not always  realize full
value on the sale of rights. Therefore, the exception applies in cases where the
limits  set  forth  in  the  investment  restrictions  in the  Prospectus  would
otherwise  be exceeded as a result of  fluctuations  in the market  value of the
Fund's portfolio securities with the result that the Fund would be forced either
to sell  securities  at a time when it might not  otherwise  have done so, or to
forego exercising the rights.

THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Fund is managed by its Trustees,  who elect officers who are
responsible for the day-to-day  operations of the Fund and who execute  policies
formulated by the Trustees. Several of the officers and Trustees of the 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 Occupation(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, Director and Chief
October 1944                                                                    Executive Officer, The Berkeley
                                                                                Financial Group, Inc. ("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.


                                       15
<PAGE>



                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C> 
Dennis S. Aronowitz                      Trustee                                Professor of Law, Emeritus, Boston
1216 Falls Boulevard                                                            University School of Law (as of
Fort Lauderdale, FL  33327                                                      1996); Director, Brookline Bankcorp.
June 1931

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

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



                                       16
<PAGE>



                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C> 
Douglas M. Costle                        Trustee (1)                            Director, Chairman and Distinguished
RR2 Box 480                                                                     Senior Fellow, Institute for
Woodstock, VT  05091                                                            Sustainable Communities, Montpelier,
July 1939                                                                       Vermont (since 1991); Dean, Vermont
                                                                                Law School (until 1991); Director,  
                                                                                Air and Water Technologies (until   
                                                                                1996) (environmental services and   
                                                                                equipment), Niagara Mohawk Power    
                                                                                Corp. (electric services); Concept  
                                                                                Five Technologies (until 1997);     
                                                                                Mitretek Systems (governmental      
                                                                                consulting services); Conversion    
                                                                                Technologies, Inc.; Living          
                                                                                Technologies, Inc.                  
                                                                                

Leland O. Erdahl                         Trustee                                Director of Uranium Resources
8046 Mackenzie Court                                                            Corporation, Hecla Mining Company,
Las Vegas, NV  89129                                                            Canyon Resources Corporation and
December 1928                                                                   Original Sixteen to One Mine, Inc.
                                                                                (from 1984-1987 and 1991-1998)
                                                                                (management consultant); Director,
                                                                                Freeport McMoran Copper & Gold, Inc.
                                                                                (until 1997); Vice President, Chief
                                                                                Financial Officer and Director of
                                                                                Amax Gold, Inc. (until 1998)
- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined 
     in the Investment Company  Act of 1940.
(1)  Member of the Executive Committee.  The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.


                                       17
<PAGE>



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

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

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

Anne C. Hodsdon *                         Trustee and President (1,2)            President, Chief Operating Officer
101 Huntington Avenue                                                            and Director, the Adviser, The
Boston, MA  02199                                                                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.


                                       18
<PAGE>



                                         Positions Held                         Principal Occupation(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
CIES                                                                            International Exchange of Scholars
3007 Tilden Street, N.W.                                                        (since January 1998), Vice
Washington, D.C.  20008                                                         President, Institute of
May 1943                                                                        International Education (since
                                                                                January 1998); Senior Fellow,       
                                                                                Cornell Institute of Public         
                                                                                Affairs, Cornell University (until  
                                                                                December 1997); President Emerita   
                                                                                of Wells College and St. Lawrence   
                                                                                University; Director, Niagara       
                                                                                Mohawk Power Corporation (electric  
                                                                                utility).                           
                                                                                


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

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



                                       19
<PAGE>



                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C> 
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 Signator
August 1937                                                                     Investors, Inc., Insurance Agency,
                                                                                Inc., John Hancock Subsidiaries,
                                                                                Inc., SAMCorp. and NM Capital;
                                                                                Director, The Berkeley Group;
                                                                                Director, JH Networking Insurance
                                                                                Agency, Inc.; Director, Signature
                                                                                Services (until January 1997).

Osbert M. Hood                           Senior Vice President and Chief        Senior Vice President and Chief
101 Huntington Avenue                    Financial Officer                      Financial Officer, the Adviser, the
Boston, MA  02199                                                               Berkeley Group and John Hancock
August 1952                                                                     Funds, Inc.; Vice President and
                                                                                Chief Financial Officer, John
                                                                                Hancock Mutual Life Insurance
                                                                                Company Retail Sector (until 1997).

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. -------------------  
                                                                                * 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.                            
                                                                                
- -------------------
*    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.


                                       20
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C> 
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, NM Capital.
March 1950
James J. Stokowski                       Vice President, Treasurer and Chief    Vice President, the Adviser.
101 Huntington Avenue                    Accounting Officer.
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>

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

                                                     Total Compensation From All
                             Aggregate Compensation  Funds in John Hancock Fund 
Independent Trustees         From the Fund(1)        Complex to Trustees(2)
- --------------------         ----------------------  ---------------------------
Dennis S. Aronowitz               $  158                   $ 72,000
Richard P. Chapman, Jr.+             164                     75,100
William J. Cosgrove+                 158                     72,000
Douglas M. Costle                    164                     75,100
Leland O. Erdahl                     158                     72,000
Richard A. Farrell                   164                     75,100
Gail D. Fosler                       158                     72,000
William F. Glavin +                  158                     72,000
John A. Moore +                      158                     72,000
Patti McGill Peterson                162                     75,100
John W. Pratt                        158                     72,000
Edward J. Spellman                   164                     70,350
                                 --------                 ----------
Total                             $1,924                   $874,750

(1) Compensation is for fiscal year ended October 31, 1998.

(2) Total  compensation paid by the John Hancock Fund Complex to the Independent
Trustees is for the calendar  year ended  December  31,  1998.  As of this date,
there were  sixty-seven  funds in the John  Hancock Fund  Complex,  with each of
these independent trustees serving on 34 funds.

+ On December 31, 1998,  the value of the aggregate  deferred  compensation
from all funds in the John Hancock Fund Complex for Mr. Chapman was $81,203, for
Mr.  Cosgrove was  $182,174,  for Mr.  Glavin was $248,920 and for Mr. Moore was
$166,978 under the Deferred Compensation Plan for Independent Trustees.
    

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

   
As of  February  5,  1999,  the  officers  and  Trustees  of the Fund as a group
beneficially  owned less than 1% of the  outstanding  shares of the Fund.  As of
that  date,  the  following  shareholders  beneficially  owned 5% or more of the
outstanding shares of the Fund:

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

MLPF&S For The Sole Benefit Of Its          B                   7.77%
Customers
Attn: Fund Administration
4800 Deer Lake Drive East
Jacksonville FL 32246-6484
    

INVESTMENT ADVISORY AND OTHER SERVICES

The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was organized in 1968 and has more than $30 billion in assets under management
in its capacity as investment adviser to the Fund and the other mutual funds and
publicly traded investment companies in the John Hancock group of funds having a
combined total of over 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 a high rating from Standard & Poor's and A.M.
Best. Founded in 1862, the Life Company has been serving clients for over 130
years.

JHAI,  with offices located at 32-36 Duke Street St.  James's,  London,  England
SWIY6DF,  is a wholly owned  subsidiary of the Adviser and was formed in 1987 to
provide  international   investment  research  and  advisory  services  to  U.S.
institutional clients.

IAAL is a Hong-Kong based  investment  adviser  located at One Exchange  Square,
Suite 2606-2608, Hong Kong.

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

The Adviser has entered into a sub-investment management contract ("Sub-Advisory
Agreement")  with each Subadviser  under which the  Subadvisers,  subject to the
review  of  the  Trustees  and  the  overall  supervision  of the  Adviser,  are
responsible  for  providing the Fund with advice with respect to that portion of
the assets invested in countries other than the U.S.
and Canada.

                                       22

<PAGE>


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

As compensation for its services under the Advisory Agreement, the Fund pays the
Adviser quarterly 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 $200,000,000                                               0.80%
Amount over $200,000,000                                         0.70%

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

   
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.  During the year ended August 31, 1996,
the Fund paid the Adviser  fees in the amount of  $542,565.  For the period from
September  1, 1996 to October 31, 1996,  and for the fiscal years ended  October
31,  1997 and 1998,  the Fund paid the  Adviser  fees in the amount of  $99,055,
$494,141 and $237,268,  respectively.  In 1996, the Trustees  changed the fiscal
year of the Fund to October 31, 1996.
    

The Adviser pays JHAI a quarterly management fee at the annual rate as follows:

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

The Fund is not responsible for paying JHAI's fee. As of September 1, 1994, JHAI
limited its fee to 0.05% of average daily net assets.

The  Adviser  pays IAAL a fee at the annual  rate equal to (a) .30% of the first
$100 million of the Fund's average daily net assets managed by IAAL plus (b) the
following  additional amount,  based on a percentage of the gross management fee
received by the Adviser  pursuant to the Advisory  Agreement with respect to the
Fund's  average  daily net assets in excess of $100 million which are managed by
IAAL:

                                       23

<PAGE>


Net Assets                                                   Percentage of Gross
Managed by IAAL                                              Management Fee
- ---------------                                              --------------

More than $100 million up to $250 million                            40%
More than $250 million                                               50%

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

Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory clients for which the Adviser,  a Subadviser 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 Subadvisers for the Fund or for other funds or clients for which the Adviser
or a Subadviser  renders  investment  advice arise for consideration at or about
the same time, transactions in such securities will be made insofar as feasible,
for the respective funds or clients in a manner deemed equitable to all of them.
To the  extent  that  transactions  on  behalf  of more  than one  client of the
Adviser,  a Subadviser 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.

Pursuant to their respective  Advisory  Agreements,  the Adviser and Subadvisers
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  Agreements
relate,  except a loss  resulting from willful  misfeasance,  bad faith or gross
negligence on the part of the Adviser or Subadvisers in the performance of their
duties or from reckless  disregard by them of their obligations and duties under
the applicable 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 continuation of the Advisory Agreement, the Sub-Advisory Agreements, and the
Distribution  Agreement  was  approved  by  all of the  Trustees.  The  Advisory
Agreement,  Sub-Advisory Agreement and the Distribution Agreement, will continue
in effect from year to year,  provided that its continuance is approved annually
both (i) by the holders of a majority of the  outstanding  voting  securities of
the Trust or by the Trustees, and (ii) by a majority of the Trustees who are not
parties  to the  Agreement  "interested  persons"  of  any  such  parties.  Each
agreement may be  terminated  on 60 days'  written  notice by either party or by
vote of a majority of the  outstanding  voting  securities  of the Fund and will
terminate automatically if assigned.

   
Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal  services.  For the period from September 1, 1996 to October 31, 1996,
the Fund paid the Adviser  $2,322 for  services  under this  agreement.  For the
fiscal year ended October 31, 1997 and 1998,  the Fund paid the Adviser  $11,378
and $4,982 for services under this Agreement.
    

                                       24

<PAGE>


In order to avoid conflicts with portfolio trades for the Fund, the Adviser, the
Subadvisers  and the  Fund  have  adopted  extensive  restrictions  on  personal
securities  trading by  personnel  of the  Adviser,  the  Subadvisers  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 Subadvisers'  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 that are  continually  offered at net asset
value next determined,  plus an applicable  sales charge,  if any. In connection
with  the sale of  shares,  John  Hancock  Funds  and  Selling  Brokers  receive
compensation from a sales charge imposed,  in the case of Class A shares, at the
time of sale.  In the case of Class B or Class C  shares,  the  broker  receives
compensation  immediately  but John Hancock Funds is  compensated  on a deferred
basis.

   
Total  underwriting  commissions  for sales of the Fund's Class A shares for the
fiscal  periods ended October 31, 1998,  October 31, 1997,  September 1, 1996 to
October  31,  1996 and  August  31,  1996 were  $52,695,  $91,016,  $23,075  and
$354,754,  respectively,  and $9,451, $13,196, $3,415 and $50,356, respectively,
were retained by John Hancock Funds in 1998,  1997 and 1996,  respectively.  The
remainder of the underwriting commissions were reallowed to Selling Broker.

The Fund's  Trustees  adopted  Distribution  Plans with respect to each class of
shares (the "Plans") pursuant to Rule 12b-1 under the Investment  Company Act of
1940.  Under the Plans,  the Fund will pay  distribution  and service fees at an
aggregate annual rate of up to 0.30% for Class A and 1.00% for Class B and Class
C shares, of the Fund's average daily net assets  attributable to shares of that
class.  However,  the  service fee will not exceed  0.25% of the Fund's  average
daily net assets  attributable to each class of shares.  The  distribution  fees
will be used to reimburse  John  Hancock  Funds for its  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 and Class C shares only,  interest  expenses on  unreimbursed
distribution  expenses.  The  service  fees will be used to  compensate  Selling
Brokers and others for providing  personal and account  maintenance  services to
shareholders.  In the event that John Hancock Funds is not fully  reimbursed for
payments or expenses 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 and Class C Plans will be carried  forward  together
with interest on the balance of these unreimbursed  expenses.  The Fund does not
treat  unreimbursed  expenses under the Class B and Class C Plans as a liability
of the Fund because the Trustees may  terminate the Class B and/or Class C Plans
at any time.  For the fiscal  year ended  October  31,  1998,  an  aggregate  of
$1,321,063 of distribution  expenses or 0.9290% of the average net assets of the
Class B shares of the Fund,  was not  reimbursed  or  recovered  by John Hancock
Funds through the receipt of deferred  sales charges or Rule 12b-1 fees in prior
periods.  Class C shares of the Fund did not commence  operations until March 1,
1999; therefore, there are no unreimbursed expenses to report.
    

                                       25

<PAGE>


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 these Plans.

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

The  Plans  provide  that  they will  continue  in effect  only so long as 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 be effective unless it is approved by a
majority  vote of the Trustees  and the  Independent  Trustees of the Fund.  The
holders of Class A and Class B and Class C shares have  exclusive  voting rights
with respect to the Plan  applicable  to their  respective  class of shares.  In
adopting the Plans, the Trustees  concluded that, in their judgment,  there is a
reasonable  likelihood that the Plans will benefit the holders of the applicable
class of shares of the Fund.

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.

For the fiscal year ended October 31, 1998, the Fund paid John Hancock Funds the
following  amounts of expenses in connection  with their  services for the Fund.
Class C did not commence operations until March 1, 1999;  therefore there are no
expenses to report.

                                       26
<PAGE>

   
<TABLE>
<CAPTION>



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

                                   Printing and
                                   Mailing of                                                  Interest,
                                   Prospectuses       Expenses of          Compensation        Carrying or
                                   to New             John Hancock         to Selling          Other Finance
                 Advertising       Shareholders       Funds                Brokers             Charges
                 -----------       ------------       -----                -------             -------
  <S>                <C>               <C>              <C>                   <C>                  <C>   
Class A          $  7,416          $2,552             $10,246              $28,162                   0
Class B          $ 14,939          $5,223             $15,776              $57,910             $41,482
</TABLE>
    

SALES COMPENSATION

As part of their business strategies, each of the John Hancock 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.  The sales charges and 12b-1
fees paid by investors are detailed in the  prospectus  and under  "Distribution
Contracts" in this  Statement of Additional  Information.  The portions of these
expenses  that are reallowed to financial  services  firms are shown on the next
page.

Whenever  you make an  investment  in the  Fund,  the  financial  services  firm
receives 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.  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.


                                       27
<PAGE>

   
<TABLE>
<CAPTION>


                                                          Maximum                  First year
                                 Sales charge             reallowance              service fee             Maximum total
                                 paid by investors        or commission            (% of net               compensation (1)
Class A investments              (% of offering price)    (% of offering price)    investment)             (% of offering price)
- -------------------              ---------------------    ---------------------    ------------            ---------------------
      <S>                             <C>                       <C>                   <C>                       <C> 
Up to $49,999                    5.00%                    4.01%                    0.25%                   4.25%
$50,000 - $99,999                4.50%                    3.51%                    0.25%                   3.75%
$100,000 - $249,999              3.50%                    2.61%                    0.25%                   2.85%
$250,000 - $499,999              2.50%                    1.86%                    0.25%                   2.10%
$500,000 - $999,999              2.00%                    1.36%                    0.25%                   1.60%

Regular investments of
$1 million or more
First $1M - $4,999,999           --                       0.75%                    0.25%                   1.00%
Next $1 - $5M above that         --                       0.25%                    0.25%                   0.50% (2)
Next $1 or more above that       --                       0.00%                    0.25%                   0.25% (2)


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

All amounts                                               3.75%                    0.25%                   4.00%

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

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

(2) For Group  Investment  Programs sales,  the maximum total  compensation  for
investments  of $1 million or more is 1.00% of the offering price (one year CDSC
of 1.00% applies for each sale).

CDSC  revenues  collected by John Hancock  Funds may be used to pay  commissions
when there is no initial sales charge.
    


                                       28
<PAGE>


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
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 accumulate  current  purchases with the
greater of the current  value (at  offering  price) of the Class A shares of the
Fund,  owned by the  investor,  or, if John  Hancock  Signature  Services,  Inc.
("Signature  Services") is notified by the investor's  dealer or the investor at
the time of the purchase, the cost of the Class A shares owned.

                                       29

<PAGE>


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

o        A Trustee or officer of the Trust; a Director or officer of the Adviser
         and  its   affiliates   or   Selling   Brokers;   employees   or  sales
         representatives of any of the foregoing; retired officers, employees or
         Directors of any of the  foregoing;  a member of the  immediate  family
         (spouse,  children,  grandchildren,  mother, father,  sister,  brother,
         mother-in-law,  father-in-law,   daughter-in-law,   son-in-law,  niece,
         nephew,  grandparents  and same  sex  domestic  partner)  of any of the
         foregoing,  or any fund, pension,  profit sharing or other benefit plan
         of 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 your Merrill Lynch financial
         consultant for further information.

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

o        Pension plans transferring  assets from a John Hancock variable annuity
         contract to the Fund pursuant to an exemptive  application  approved by
         the Securities and Exchange Commission.

o        Existing  full  service  clients  of the Life  Company  who were  group
         annuity  contract  holders as of  September  1, 1994,  and  participant
         directed  retirement plans with at least 100 eligible  employees at the
         inception of the Fund  account.  Each of these  investors  may purchase
         Class A shares with no initial sales charge. However, if the shares are
         redeemed  within 12 months after the end of the calendar  year in which
         the purchase was made, a CDSC will be imposed at the following rate:

                                       30
<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).  A company's  (not an  individuals)  qualified  and  non-qualified  plan
investments  can be  combined  to  take  advantage  of this  privilege.  Further
information about combined purchases, including certain restrictions on combined
group  purchases,  is available  from Signature  Services or a Selling  Broker's
representative.

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 account value of the Class A shares of
all John Hancock  funds which carry a sales charge  already held by such person.
Class A shares of John Hancock  money market funds will only be eligible for the
accumulation privilege if the investor has previously paid a sales charge on the
amount of those shares. Retirement plan investors may include the value of Class
B shares if Class B shares held are greater  than $1 million.  Retirement  plans
must notify  Signature  Services to utilize.  A company's (not an  individual's)
qualified  retirement plan investments can be combined to take advantage of this
privilege.
    

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

   
Letter of Intention.  Reduced sales charges are also  applicable to  investments
made  pursuant  to a Letter  of  Intention  (the  "LOI"),  which  should be read
carefully  prior to its  execution by an  investor.  The Fund offers two options
regarding  the  specified  period  for  making  investments  under the LOI.  All
investors have the option of making their investments over a 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
Section 457 plans. An individual's  non-qualified and qualified  retirement plan
investments  cannot  be  combined  to  satisfy  an LOI  of 48  months.  Such  an
investment   (including   accumulations   and  combinations  but  not  including
reinvested  dividends)  must  aggregate  $100,000  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.  However,  for the purchases  actually made with the specified  period
(either 13 or 48 months),  the sales charge  applicable  will not be higher than
that which would have been applied  (including  accumulations  and combinations)
had the LOI been for the amount actually invested.
    

                                       31

<PAGE>


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 AND CLASS C SHARES

Investments  in Class B and Class C 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 and Class C shares which are redeemed
within six years or one year of purchase, respectively will be subject to a CDSC
at the rates set forth in the  Prospectus  as a percentage  of the dollar amount
subject  to the CDSC.  The charge  will be  assessed  on an amount  equal to the
lesser of the current market value or the original  purchase cost of the Class B
or Class C shares  being  redeemed.  No CDSC will be  imposed  on  increases  in
account value above the initial  purchase  prices,  including all shares derived
from reinvestment of dividends or capital gains distributions.

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

The amount of the CDSC, if any, will vary  depending on the number of years from
the  time of  payment  for the  purchase  of Class B  shares  until  the time of
redemption  of such  shares.  Solely for purposes of  determining  the number of
years from the time of any payment for the purchases of both Class B and Class C
shares,  all payments  during a month will be aggregated and deemed to have been
made on the first day of the month.

In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  for  Class B or one  year  CDSC
redemption  period  for  Class C, or those you  acquired  through  dividend  and
capital  gain  reinvestment,  and next from the shares you have held the longest
during the six-year period for Class B shares.  For this purpose,  the amount of
any increase in a share's value above its initial purchase price is not 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.

                                       32

<PAGE>


When  requesting a redemption for a specific  dollar amount,  please indicate if
you require the proceeds to equal the dollar amount requested. If not indicated,
only the  specified  dollar  amount will be redeemed  from your  account and the
proceeds will be less any applicable CDSC.

Example:

You have  purchased  100  shares at $10 per share.  The  second  year after your
purchase,  your  investment's  net asset value per share has  increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment.  If
you redeem 50 shares at this time your CDSC will be calculated as follows:

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

     *The appreciation is based on all 100 shares in the 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 Fund in  connection  with the sale of the
Class B and  Class C  shares,  such as the  payment  of  compensation  to select
Selling  Brokers for selling Class B and Class C shares.  The combination of the
CDSC and the  distribution  and service fees facilitates the ability of the Fund
to sell the Class B and Class C shares  without a sales charge being deducted at
the time of the purchase.

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

For all account types:

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

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

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

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

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

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

                                       33

<PAGE>


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

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

For Retirement  Accounts (such as traditional,  Roth and Education IRAs,  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 sections
         401(a) (such as Money Purchase Pension Plans and  Profit-Sharing/401(k)
         Plans),  457 and 408 (SEPs and  SIMPLE  IRAs) of the  Internal  Revenue
         Code.

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

Please see matrix for some examples.

                                       34
<PAGE>

   
<TABLE>
<CAPTION>


CDSC Waiver Matrix for Class B and Class C
          <S>                   <C>               <C>              <C>               <C>              <C>  
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-
Distribution            (401 (k),                                            Rollover          retirement
                        MPP, PSP)
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or                Waived            Waived            Waived           Waived            Waived
Disability 
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Over 70 1/2             Waived            Waived            Waived           Waived for        12% of account
                                                                             mandatory         value annually
                                                                             distributions     in periodic
                                                                             or 12% of         payments
                                                                             account value
                                                                             annually in
                                                                             periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Between 59 1/2          Waived            Waived            Waived           Waived for Life   12% of account
and 70 1/2                                                                   Expectancy or     value annually
                                                                             12% of account    in periodic
                                                                             value annually    payments
                                                                             in periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Under 59 1/2            Waived for        Waived for        Waived for       Waived for        12% of account
(Class B only)          annuity           annuity           annuity          annuity           value annually
                        payments (72t)    payments (72t)    payments (72t)   payments (72t)    in periodic
                        or 12% of         or 12% of         or 12% of        or 12% of         payments
                        account value     account value     account value    account value
                        annually in       annually in       annually in      annually in
                        periodic          periodic          periodic         periodic
                        payments.         payments.         payments.        payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Loans                   Waived            Waived            N/A              N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Not Waived        Not Waived        Not Waived       Not Waived        N/A
Plan
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Hardships               Waived            Waived            Waived           N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Qualified Domestic      Waived            Waived            Waived           N/A               N/A
Relations Orders
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Waived            Waived            Waived           N/A               N/A
Employment Before
Normal Retirement Age
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Return of               Waived            Waived            Waived           Waived            N/A
Excess 
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</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.

                                       35
<PAGE>


SPECIAL REDEMPTIONS

Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this  fashion,  the  shareholder  will incur a brokerage
charge.  Any such  securities  would be valued for the  purposes  of making such
payment at the same value as used in determining net asset value.  The Fund has,
however,  elected to be governed by Rule 18f-1 under the Investment Company Act.
Under that rule,  the Fund must  redeem its shares for cash except to the extent
that the redemption  payments to any shareholder during any 90- day period would
exceed  the  lesser of  $250,000  or 1% of the  Fund's  net  asset  value at the
beginning of such period.

ADDITIONAL SERVICES AND PROGRAMS

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

Exchanges  between funds with shares that are not subject to a CDSC are based on
their  respective  net asset values.  No sales charge or  transaction  charge is
imposed.  Shares of the Fund which are subject to a CDSC may be  exchanged  into
shares of any of the other John Hancock funds that are subject to a CDSC without
incurring the CDSC; however,  the shares acquired in an exchange will be subject
to the CDSC schedule of the shares acquired if and when such shares are redeemed
(except that shares exchanged into John Hancock 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 which may result in  realization  of gain or loss for
purposes  of  Federal,  state and  local  income  taxes.  The  maintenance  of a
Systematic  Withdrawal Plan  concurrently with purchases of additional shares of
the Fund could be disadvantageous to a shareholder  because of the initial sales
charge  payable  on such  purchases  of Class A shares  and the CDSC  imposed on
redemptions  of Class B and Class C shares and because  redemptions  are taxable
events.  Therefore,  a shareholder should not purchase shares at the same time a
Systematic  Withdrawal Plan is in effect.  The Fund reserves the right to modify
or discontinue  the Systematic  Withdrawal  Plan of any  shareholder on 30 days'
prior written notice to such shareholder,  or to discontinue the availability of
such plan in the future.  The  shareholder may terminate the plan at any time by
giving proper notice to Signature Services.

                                       36

<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 order date of any investment.

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

                                       37

<PAGE>


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).

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. The Trustees have also
authorized  the issuance of three  classes of shares of the Fund,  designated as
Class A, Class B and Class C.

The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to that class of the Fund.  Holders of
each class of shares have certain exclusive voting rights on matters relating to
their respective  distribution plans. The different classes of the Fund may bear
different  expenses  relating  to  the  cost  of  holding  shareholder  meetings
necessitated by the exclusive voting rights of any class of shares.

Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution  and service fees relating to each class will be borne  exclusively
by that class (ii) Class B and Class C shares will pay higher  distribution  and
service  fees than Class A shares  and (iii) each class of shares  will bear any
class  expenses  properly  allocable  to that  class of  shares,  subject to the
conditions the Internal  Revenue Service imposes with respect to  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
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

                                       38

<PAGE>


The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept  starter,  credit card or third party checks.  All
checks  returned by the post office as  undeliverable  will be reinvested at net
asset  value in the fund or funds from which a  redemption  was made or dividend
paid. Information provided on the account application may be used by the Fund to
verify the accuracy of the  information or for  background or financial  history
purposes.  A joint account will be administered as a joint tenancy with right of
survivorship,  unless the joint owners notify Signature  Services of a different
intent.  A shareholder's  account is governed by the laws of The Commonwealth of
Massachusetts. For telephone transactions, the transfer agent will take measures
to verify the identity of the caller,  such as asking for name,  account number,
Social Security or other taxpayer ID number and other relevant  information.  If
appropriate  measures are taken,  the transfer agent is not  responsible for any
losses that may occur to any account due to an unauthorized telephone call. Also
for your protection  telephone  transactions are not permitted on accounts whose
names or addresses have changed within the past 30 days. Proceeds from telephone
transactions can only be mailed to the address of record.

Selling activities for the Fund may not take place outside the U.S. exempt with
U.S. military bases, APO addresses and U.S. diplomats. Brokers of record on
Non-U.S. investors' accounts with foreign mailing addresses are required to
certify that all sales activities have occurred, and in the future will occur,
only in the U.S. A Foreign corporation may purchase shares of the Fund only if
it has a U.S. mailing address.

TAX STATUS

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

The Fund will be subject  to a 4%  nondeductible  Federal  excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance  with annual  minimum  distribution  requirements.  The Fund
intends under normal circumstances to avoid liability for such tax by satisfying
such distribution requirements.

Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long term capital gain.  (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net
short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.)  Some  distributions  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.

                                       39

<PAGE>


Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.

Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
certain foreign currency options,  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  in  foreign
currencies  that are not directly  related to the Fund's  investment in stock or
securities, including speculative currency positions could under future Treasury
regulations produce income not among the types of "qualifying income" from which
the Fund must derive at least 90% of its gross income for each taxable  year. If
the net foreign  exchange loss for a year treated as ordinary loss under Section
988 were to exceed the Fund's investment company taxable income computed without
regard to such loss, the resulting overall ordinary loss for such year would not
be deductible by the Fund or its shareholders in future years.

If the Fund invests in stock  (including  an option to acquire  stock such as is
inherent in a convertible bond) of certain foreign  corporations that receive at
least 75% of their annual gross income from passive  sources  (such as interest,
dividends,  certain rents and royalties or capital gain) or hold at least 50% of
their 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. An election  may be
available to ameliorate  these adverse tax  consequences,  but could require the
Fund to recognize taxable income or gain without the concurrent receipt of cash.
These investments could also result in the treatment of associated capital gains
as ordinary income.  The Fund may limit and/or manage its investments in passive
foreign  investment  companies or make an available election to minimize its tax
liability or maximize its return from these investments.

The amount of the Fund's net realized  capital gains,  if any, in any given year
will vary  depending  upon the  current  investment  strategy of the Adviser and
Subadvisers and whether the Adviser and the Subadvisers believes it to be in the
best  interest of the Fund to dispose of portfolio  securities  and/or engage in
options,  futures or forward  transactions  that will generate capital gains. At
the time of an  investor's  purchase of Fund  shares,  a portion of the purchase
price is often attributable to realized or unrealized appreciation in the Fund's
portfolio or undistributed taxable income of the Fund. Consequently,  subsequent
distributions on those shares from such appreciation or income may be taxable to
such  investor  even if the net asset  value of the  investor's  shares is, as a
result of the distributions,  reduced below the investor's cost for such shares,
and the distributions in reality represent a return of a portion of the purchase
price.

Upon a  redemption  or other  disposition  of shares of the Fund  (including  by
exercise of the exchange  privilege) in a transaction  that is treated as a sale
for tax  purposes,  a shareholder  may realize a taxable gain or loss  depending
upon the amount of the proceeds  and the  investor's  basis in his shares.  Such
gain or loss will be treated as capital  gain or loss if the shares are  capital
assets in the  shareholder's  hands. A sales charge paid in purchasing shares of
the Fund cannot be taken into account for purposes of  determining  gain or loss
on the redemption or exchange of such shares within 90 days after their purchase
to the extent  shares of the Fund or another John Hancock fund are  subsequently
acquired  without  payment of a sales  charge  pursuant to the  reinvestment  or
exchange  privilege.  This disregarded  charge will result in an increase in 


                                       40

<PAGE>


the shareholder's tax basis in the shares subsequently acquired. Also, any loss
realized on a redemption or exchange may be disallowed to the extent the shares
disposed of are replaced with other shares of the Fund within a period of 61
days beginning 30 days before and ending 30 days after the shares are disposed
of, such as pursuant to automatic dividend reinvestments. In such a case, the
basis of the shares acquired will be adjusted to reflect the disallowed loss.
Any loss realized upon the redemption of shares with a tax holding period of six
months or less will be treated as a long-term capital loss to the extent of any
amounts treated as distributions of long- term capital gain with respect to such
shares. Shareholders should consult their own tax advisers regarding their
particular circumstances to determine whether a disposition of Fund shares is
properly treated as a sale for tax purposes, as is assumed in the foregoing
discussion.

Although its present  intention is to  distribute,  at least  annually,  all net
capital  gain, if any, the Fund reserves the right to retain and reinvest all or
any portion of the excess,  as computed for Federal income tax purposes,  of net
long-term  capital gain over net  short-term  capital loss in any year. The Fund
will not in any event  distribute  net capital gain  realized in any year to the
extent that a capital  loss is carried  forward  from prior years  against  such
gain.  To  the  extent  such  excess  was  retained  and  not  exhausted  by the
carryforward  of prior  years'  capital  losses,  it would be subject to Federal
income tax in the hands of the Fund.  Upon proper  designation of this amount by
the Fund, each  shareholder  would be treated for Federal income tax purposes as
if the Fund had  distributed  to him on the last day of its taxable year his pro
rata share of such excess,  and he had paid his pro rata share of the taxes paid
by the  Fund  and  reinvested  the  remainder  in the  Fund.  Accordingly,  each
shareholder  would (a) include  his pro rata share of such  excess as  long-term
capital  gain 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.  The  Fund  has  $13,211,734  of  capital  loss  carryforwards
available to the extent provided by  regulations,  to offset future net realized
capital gains. The whole amount of the carryforwards expire as follows:  October
31, 2005- $369,905 and October 31, 2006- $12,841,829.
    

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

                                       41

<PAGE>


The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries  with  respect  to its  investments  in foreign  securities.  Some 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"),   paid  by  the  Fund,   subject  to  certain  holding  period
requirements  and limitations  contained in the Code, if the Fund so elects.  If
more  than 50% of the  value of the  Fund's  total  assets  at the  close of any
taxable year consists of stock or securities of foreign  corporations,  the Fund
may file an  election  with  the  Internal  Revenue  Service  pursuant  to which
shareholders  of the Fund will be  required  to (i)  include in  ordinary  gross
income (in addition to taxable  dividends and distributions  actually  received)
their pro rata shares of  qualified  foreign  taxes paid by the Fund even though
not actually  received by them, and (ii) treat such respective pro rata portions
as foreign taxes paid by them.

If the Fund makes this  election,  shareholders  may then  deduct  such pro rata
portions of qualified  foreign  taxes in computing  their  taxable  income,  or,
alternatively,   use  them  as  foreign  tax  credits,   subject  to  applicable
limitations,  against their U.S.  Federal income taxes.  Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct  their pro rata  portion  of  qualified  foreign  taxes paid by the Fund,
although  such  shareholders  will be required to include  their  shares of such
taxes in gross  income.  Shareholders  who claim a foreign  tax  credit for such
foreign taxes may be required to treat a portion of dividends  received from the
Fund as a separate  category of income for purposes of computing the limitations
on the foreign tax credit.  Tax-exempt  shareholders will ordinarily not benefit
from  this  election.  Each  year (if any)  that the  Fund  files  the  election
described  above,  its  shareholders  will be notified of the amount of (i) each
shareholder's  pro rata share of  qualified  foreign  taxes paid by the Fund and
(ii) the portion of Fund  dividends  which  represents  income from each foreign
country. If the Fund cannot or does not make this election, the Fund will deduct
the  foreign  taxes it pays in  determining  the  amount  it has  available  for
distribution to shareholders,  and  shareholders  will not include these foreign
taxes in their  income,  nor will  they be  entitled  to any tax  deductions  or
credits with respect to such taxes.

The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding cash payments.  The mark to
market or  constructive  sale  rules  applicable  to certain  options,  futures,
forwards,  short  sales  or other  transactions  may  also  require  the Fund to
recognize  income or gain  without a concurrent  receipt of cash.  Additionally,
some countries  restrict  repatriation which may make it difficult or impossible
for the Fund to obtain  cash  corresponding  to its  earnings or assets in those
countries.  However,  the Fund must distribute to shareholders  for each taxable
year  substantially all of its net income and net capital gains,  including such
income or gain, to qualify as a regulated investment company and avoid liability
for any federal income or excise tax. Therefore, the Fund may have to dispose of
its portfolio securities under  disadvantageous  circumstances to generate cash,
or borrow cash, to satisfy these distribution requirements.

                                       42

<PAGE>


A state  income (and  possibly  local income  and/or  intangible  property)  tax
exemption is generally available to the extent (if any) the Fund's distributions
are derived from interest on (or, in the case of intangible  property taxes, the
value of its assets is  attributable  to) certain U.S.  Government  obligations,
provided in some states that certain thresholds for holdings of such obligations
and/or reporting  requirements are satisfied.  The Fund will not seek to satisfy
any  threshold or reporting  requirements  that may apply in  particular  taxing
jurisdictions,  although the Fund may in its sole  discretion  provide  relevant
information to shareholders.

The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report interest or dividend income.  The Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.

Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement  distributions and certain
prohibited  transactions,  is  accorded  to  accounts  maintained  as  qualified
retirement  plans.  Shareholders  should  consult  their tax  advisers  for more
information.

Limitations imposed by the Code on regulated  investment companies like the Fund
may restrict the Fund's ability to enter into options, futures, foreign currency
positions, and foreign currency forward contracts.

Certain options,  futures and forward foreign currency  contracts  undertaken by
the Fund may cause the Fund to recognize  gains or losses from marking to market
even  though  its  positions  have not been sold or  terminated  and  affect the
character  as  long-term  or  short-term  (or,  in the case of foreign  currency
contracts,  as  ordinary  income or loss) and timing of some  capital  gains and
losses realized by the Fund. Additionally, the Fund may be required to recognize
gain, but not loss, if an option,  short sale or other transaction is treated as
a  constructive  sale  of  an  appreciated  financial  position  in  the  Fund's
portfolio.  Also,  certain of the Fund's  losses on its  transactions  involving
options,  futures or forward contracts and/or offsetting or successor  portfolio
positions  may be deferred  rather than being taken into  account  currently  in
calculating the Fund's taxable income or gains. Certain of such transactions may
also cause the Fund to dispose of investments  sooner than would  otherwise have
occurred.  These  transactions  may  therefore  affect  the  amount,  timing and
character of the Fund's  distributions to shareholders.  The Fund will take into
account the special tax rules (including  consideration of available  elections)
applicable  to  options,  futures  and  forward  contracts  in  order to seek to
minimize any potential adverse tax consequences.

                                       43

<PAGE>


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

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

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

Hong Kong Taxes

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

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

CALCULATION OF PERFORMANCE

   
The average  annual total return on Class A shares of the Fund for the 1 year, 5
year and 10 year periods  ended October 31, 1998 was  -28.43%,-9.23%  and 0.23%,
respectively.  The average annual total return on Class B shares of the Fund for
the one year period ended October 31, 1998 and since  commencement of operations
on March 7, 1994 was -28.92% and  -11.18%,  respectively.  Class C shares of the
Fund commenced operation on March 1, 1999; therefore, there is no average annual
total return to report.
    

                                       44

<PAGE>


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 year and 10 year periods.

Because each class has its own sales charge and fee structure,  the classes have
different  performance  results.  In the case of each  class,  this  calculation
assumes the maximum  sales charge is included in the initial  investment  or the
CDSC is applied at the end of the period, respectively. This calculation assumes
that all dividends and  distributions  are  reinvested at net asset value on the
reinvestment dates during the period.  The "distribution  rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during the
period stated by the maximum offering price or net asset value at the end of the
period.  Excluding the Fund's sales charge from the distribution rate produces a
higher rate.

In addition to average  annual total returns,  the Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single  investment,  a series of
investments, and/or a series of redemptions, over any time period. Total returns
may be quoted with or without  taking the Fund's  sales charge on Class A shares
or the CDSC on Class B or Class C shares  into  account.  Excluding  the  Fund's
sales  charge on Class A shares and the CDSC on Class B or Class C shares from a
total return calculation produces a higher total return figure.

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.

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.

                                       45

<PAGE>


BROKERAGE ALLOCATION

Decisions  concerning  the  purchase and sale of  portfolio  securities  and the
allocation  of  brokerage  commissions  are  made  by the  Adviser  pursuant  to
recommendations made by an investment  committee of the Adviser,  which consists
of officers and directors of the Adviser, Subadvisers, and officers and Trustees
who are  interested  persons  of the Fund.  Orders  for  purchases  and sales of
securities  are placed in a manner which,  in the opinion of the officers of the
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. Government  securities market,  securities are generally traded on a
"net" basis with  dealers  acting as principal  for their own account  without a
stated commission,  although the price of the security usually includes a profit
to the  dealer.  On  occasion,  certain  money  market  instruments  and  agency
securities  may be  purchased  directly  from  the  issuer,  in  which  case  no
commissions  or  premiums  are paid.  In other  countries,  both debt and equity
securities  are traded on exchanges at fixed  commission  rates.  Commissions on
foreign  transactions are generally higher than the negotiated  commission rates
available  in the U.S.  There  is  generally  less  government  supervision  and
regulation of foreign stock exchanges and broker-dealers than in the U.S.
    

The Fund's  primary  policy is to execute all  purchases  and sales of portfolio
instruments  at the  most  favorable  prices  consistent  with  best  execution,
considering all of the costs of the transaction including brokerage commissions.
This policy governs the selection of brokers and dealers and the market in which
a transaction is executed.  Consistent with the foregoing  primary  policy,  the
Rules of Fair Practice of the National  Association of Securities Dealers,  Inc.
and such  other  policies  as the  Trustees  may  determine,  the  Adviser  or a
Subadviser 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
Subadvisers  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 Subadvisers.
The receipt of research  information is not expected to reduce significantly the
expenses of the Adviser.  The research  information and  statistical  assistance
furnished by brokers and dealers may benefit the Life Company or other  advisory
clients of the Adviser or Subadvisers,  and, conversely,  brokerage  commissions
and spreads paid by other advisory  clients of the Adviser and  Subadvisers  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's,  together  with the  Subadvisers'
officers,  will be  primarily  responsible  for  the  allocation  of the  Fund's
brokerage business, the policies and practices of the Adviser and Subadvisers in
this regard must be consistent with the foregoing and at all times be subject to
review by the  Trustees.  For the fiscal years ended  August 31, 1996,  the Fund
paid negotiated brokerage commissions of $530,822. For the period from September
1, 1996 to October 31, 1996,  and fiscal years ended  October 31, 1997 and 1998,
the  Fund  paid  negotiated   commissions  of  $127,834,$629,393  and  $508,335,
respectively.

                                       46

<PAGE>


As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker-dealer which provides brokerage and research services to the
Fund an amount of disclosed commission in excess of the commission which another
broker- dealer would have charged for effecting that transaction.  This practice
is subject  to a good faith  determination  by the  Trustees  that such price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees may adopt from time to time.  During the fiscal year ended  October 31,
1998,  the Fund did not pay  commissions  as  compensation  to any  brokers  for
research services such as industry, economic and company reviews and evaluations
of securities.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder  of  Signator  Investors,   Inc.,  a  broker-dealer  ("Signator"  or
"Affiliated  Broker").  Credit Agricole,  the Sub-Adviser's  parent, has several
affiliates engaged in the brokerage business in Europe and Asia: Credit Agricole
Indosuez  Cheuvreux;   CPR  Action  (ex-Schelcher  Prince  Cheuvreux  de  Virieu
International Ltd, London; Cheuvreux de Virieu, Nordic AB, Stockholm,  Cheuvreux
de Virieu,  Espana, Madrid, Credit Agricole Indosuez Cheuvreux Deutschland GMBH,
Frankfourt/  Main;  Caboto Sim in Italy;  Carr  Securities;  Carr  Futures  SNC.
(Paris) and Carr Futures PTE, Singapore (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. For the fiscal year ended October 31, 1998, the Fund
paid $25,025 Affiliated Brokers.
    

Signator  may act as  broker  for the Fund on  exchange  transactions,  subject,
however,  to the general  policy of the Fund set forth above and the  procedures
adopted by the Trustees pursuant to the Investment Company Act. Commissions paid
to an  Affiliated  Broker  must be at least as  favorable  as  those  which  the
Trustees believe to be contemporaneously  charged by other brokers in connection
with comparable  transactions  involving  similar  securities being purchased or
sold. A transaction  would not be placed with an  Affiliated  Broker if the Fund
would have to pay a commission rate less favorable than the Affiliated  Broker's
contemporaneous  charges for comparable transactions for its other most favored,
but unaffiliated,  customers except for accounts for which the Affiliated Broker
acts as clearing  broker for another  brokerage  firm,  and any customers of the
Affiliated  Broker not comparable to the Fund as determined by a majority of the
Trustees who are not interested  persons (as defined in the  Investment  Company
Act) of the Fund, the Adviser or the Affiliated Broker.  Because the Adviser and
the  Subadvisers,  which are  affiliated  with the Affiliated  Broker,  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 may also invest in the
same  securities as the Fund. When these clients buy or sell the same securities
at  substantially  the same time, the Adviser may average the transactions as to
price and  allocate the amount of  available  investments  in a manner which the
Adviser  believes to be equitable to each client,  including  the Fund.  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.

                                       47

<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  account,  $21.50
for each Class B  shareholder  account and $ 20.50 for each Class C  shareholder
account.  The Fund also pays certain  out-of-pocket  expenses and these expenses
are  aggregated and charged to the Fund 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 auditors of the Fund are PricewaterhouseCoopers LLP, 160 Federal
Street,  Boston,  Massachusetts  02110.  PricewaterhouseCoopers  LLP  audits and
renders an opinion on the Fund's  annual  financial  statements  and reviews the
Fund's annual Federal income tax return.


                                       48
<PAGE>

                                       
APPENDIX A- Description of Investment Risk

MORE ABOUT RISK

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

A fund is permitted to utilize -- within limits  established  by the trustees --
certain other  securities  and  investment  practices that have higher risks and
opportunities  associated  with them. To the extent that the Fund utilizes these
securities  or  practices,  its  overall  performance  may be  affected,  either
positively  or  negatively.  On the  following  pages are brief  definitions  of
certain  associated  risks with them with  examples  of related  securities  and
investment  practices  included in brackets.  See the "Investment  Objective and
Policies" and "Investment Restrictions" sections of this Statement of Additional
Information  for a  description  of this Fund's  investment  policies.  The Fund
follows certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the Fund will earn income or
show a positive return over any period of time -- days, months or years.

TYPES OF INVESTMENT RISK

Correlation risk The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged  (hedging is the use of one investment
to offset the  effects of another  investment).  (e.g.,  short  sales,  currency
contracts, financial futures and options; securities and index options).

Credit risk The risk that the issuer of a  security,  or the  counterparty  to a
contract,  will  default  or  otherwise  become  unable  to  honor  a  financial
obligation.  (e.g.,  repurchase  agreements,  securities  lending,  foreign debt
securities,   non-investment-grade  debt  securities,  asset-backed  securities,
mortgage-backed  securities,  participation  interests,  financial  futures  and
options; securities and index options, structured securities).

Currency risk The risk that  fluctuations in the exchange rates between the U.S.
dollar and foreign  currencies  may  negatively  affect an  investment.  Adverse
changes in  exchange  rates may erode or reverse  any gains  produced by foreign
currency  denominated  investments,  and may widen any losses.  (e.g.,  currency
trading,  foreign debt securities,  currency  contracts,  financial  futures and
options; securities and index options).

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.(e.g.,  mortgage-backed  securities,
structured securities).

Information  risk The risk that key  information  about a security  or market is
inaccurate or unavailable.(e.g., non-investment-grade debt securities).

Interest rate risk The risk of market losses attributable to changes in interest
rates. With fixed-rate  securities,  a rise in interest rates typically causes a
fall in values,  while a fall in rates typically  causes a rise in values.(e.g.,
foreign debt  securities,  non-investment-grade  debt  securities,  asset-backed
securities,   mortgage-backed  securities,  participation  interests,  financial
future and options; securities and index options, structured securities).

                                      A-1

<PAGE>


Leverage risk  Associated  with securities or practices (such as borrowing) that
multiply  small index or market  movements  into large changes in value.  (e.g.,
when-issued  securities and forward commitments,  currency contracts,  financial
futures and options; securities and index options, structured securities).

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.   (e.g.,   short  sales,   non-investment-grade   debt  securities,
restricted and illiquid securities,  mortgage-backed  securities,  participation
interests,  currency  contracts,  financial futures and options;  securities and
index options, structured securities).

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.  (e.g.,  short
sales,  short-term  trading,  when-issued  securities  and forward  commitments,
foreign debt securities,  non-investment-grade  debt securities,  restricted and
illiquid  securities,  financial  futures  and  options;  securities  and  index
options, structured securities).

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. (e.g., short sales, when-issued securities and forward commitments,
currency  contracts,   financial  futures  and  options;  securities  and  index
options).

Political  risk The risk of  losses  attributable  to  government  or  political
actions, from changes in tax or trade statutes to governmental collapse and war.
(e.g., foreign debt securities).

Prepayment risk The risk that unanticipated prepayments may occur during periods
of falling  interest rates,  reducing the value of  mortgage-backed  securities.
(e.g., mortgage-backed securities, structured securities).

Valuation  risk The risk that a fund has valued  certain of its  securities at a
higher  price  than it can  sell  them  for.  (e.g.,  non-investment-grade  debt
securities,   restricted  and  illiquid  securities,   participation  interests,
structured securities)


                                      A-2
<PAGE>


                                      

APPENDIX-B

Moody's describes its lower ratings for corporate bonds as follows:

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as well  assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterized
bonds in this class.

Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Bonds which are rated Ca represented obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

Standard & Poor's describes its lower ratings for corporate bonds as follows:

Debt rated 'BBB' is regarded as having an adequate  capacity to pay interest and
repay principal.  Whereas it normally exhibits adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity  to pay  interest  and  repay  principal  for debt in this
category than in higher rated categories.

Debt rated 'BB,' 'B,' 'CCC,' or 'CC' is regarded,  on balance,  as predominantly
speculative  with  respect to the  issuer's  capacity to pay  interest and repay
principal in accordance  with the terms of the  obligations.  'BB' indicates the
lowest degree of speculation and 'CC' the highest degree of  speculation.  While
such debt will likely have some quality and  protective  characteristics,  these
are  outweighed  by large  uncertainties  or major  risk  exposures  to  adverse
conditions.
Moody's describes its three highest ratings for commercial paper as follows:

Issuers rated P-1 (or related supporting  institutions) have a superior capacity
for repayment of short-term promissory obligations.  P-1 repayment capacity will
normally be  evidenced  by the  following  characteristics:  (1) leading  market
positions  in well-  established  industries;  (2) high rates of return on funds
employed; (3) conservative  capitalization  structures with moderate reliance on
debt and ample asset  protections;  (4) broad  margins in  earnings  coverage of
fixed  financial  charges  and  high  internal  cash  generation;  and (5)  well
established  access to a range of  financial  markets  and  assured  sources  of
alternate liquidity.

                                      B-1

<PAGE>


Issuers rated P-2 (or related  supporting  institutions)  have a strong capacity
for  repayment  of  short-term  promissory  obligations.  This will  normally be
evidenced  by many of the  characteristics  cited above but to a lesser  degree.
Earnings  trends and  coverage  ratios,  while  sound,  will be more  subject to
variation. Capitalization characteristics,  while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated P-3 (or supporting  institutions)  have an acceptable  ability for
repayment   of  senior   short-term   obligations.   The   effect  of   industry
characteristics and market  compositions may be more pronounced.  Variability in
earnings and profitability may result in changes in the level of debt protection
measurements  and may  require  relatively  high  financial  leverage.  Adequate
alternate liquidity is maintained.

Standard & Poor's describes its lower ratings for corporate bonds as follows:

BBB Debt rated BBB is regarded as having an  adequate  capacity to pay  interest
and  repay  principal.   Whereas  it  normally  exhibits   adequate   protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C Debt rated 'BB',  'B',  'CCC',  'CC" and 'C' is  regarded,  on
balance,  as predominantly  speculative with respect to capacity to pay interest
and  repay  principal  in  accordance  with the  terms of the  obligation.  'BB'
indicates  the  lowest  degree  of  speculation  and 'C' the  highest  degree of
speculation.  While  such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

BB Debt  rated  'BB' has less  near-term  vulnerability  to  default  than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest and principal  payments.  The 'BB'
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied 'BBB-' rating.

B Debt rated 'B' has a greater  vulnerability  to default but  currently has the
capacity to meet interest payments and principal  repayments.  Adverse business,
financial or economic  conditions  will likely impair capacity or willingness to
pay interest and repay principal.  The 'B' rating category is also used for debt
subordinated  to senior debt that is assigned an actual or implied 'BB' or 'BB-'
rating.

CCC Debt rated 'CCC' has a currently identifiable  vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial  or  economic  conditions,  it is not  likely  to have  the
capacity to pay interest and repay principal.  The 'CCC' rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
'B' or 'B-' rating.

CC The rating 'CC' is typically applied to debt subordinated to senior debt that
is assigned an actual or implied 'CCC' rating.

                                      B-2

<PAGE>


C The rating 'C' is typically  applied to debt subordinated to senior debt which
is assigned an actual or implied 'CCC-' debt rating.  The 'C' rating may be used
to cover a  situation  where a  bankruptcy  petition  has been  filed,  but debt
service payments are continued.

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

A-1.  This  designation  indicated  that the degree of safety  regarding  timely
payment is very strong.

A-2.  Capacity  for timely  payment on issues with this  designation  is strong.
However,  the  relative  degree of safety is not as  overwhelming  as for issues
designated A-1.

A-3. Issues carrying this  designation  have a satisfactory  capacity for timely
payment.  They are, however,  somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.

Issuers rated P-2 (or related  supporting  institutions)  have a strong capacity
for  repayment  of  short-term  promissory  obligations.  This will  normally be
evidenced  by many of the  characteristics  cited above but to a lesser  degree.
Earnings  trends and  coverage  ratios,  while  sound,  will be more  subject to
variation. Capitalization characteristics,  while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated P-3 (or supporting  institutions)  have an acceptable  ability for
repayment   of  senior   short-term   obligations.   The   effect  of   industry
characteristics and market  compositions may be more pronounced.  Variability in
earnings and profitability may result in changes in the level of debt protection
measurements  and may  require  relatively  high  financial  leverage.  Adequate
alternate liquidity is maintained.


                                      B-3
<PAGE>

                                     

FINANCIAL STATEMENTS

The  financial  statements  listed  below are included in the Fund's 1998 Annual
Report  to   Shareholders   for  the  year  ended   October  31,  1998;   (filed
electronically on December 30, 1998, accession number  0001010521-98-000413) and
are included in and  incorporated  by reference into Part B of the  Registration
Statement for John Hancock  Pacific Basin Equities Fund (file nos.  811-4932 and
33-10722).

John Hancock World Fund
  John Hancock Pacific Basin Equities Fund

  Statement  of Assets and  Liabilities  as of October 31,  1998. 
  Statement  of Operations for the year ended October 31, 1998.
  Statement  of Changes in Net Asset for each of the two years in the period
  ended October 31, 1998.
  Schedule of Investments as of October 31, 1998.
  Notes to Financial Statements. Financial Highlights for each of the 5 years
  in the period ended October 31, 1998.
  Report of Independent Auditors.



                                      F-1
<PAGE>


                        JOHN HANCOCK EUROPEAN EQUITY FUND

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

                                  March 1, 1999

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 International/Global Funds' Prospectus dated March 1, 1999 (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
InvestmentRestrictions....................................................    12
Those Responsible for Management..........................................    15
Investment Advisory and Other Services....................................    23
Distribution Contracts....................................................    25
Sales Compensation........................................................    27
Net Asset Value...........................................................    28
Initial Sales Charge on Class A Shares....................................    29
Deferred Sales Charge on Class B  and Class C Shares......................    32
Special Redemptions.......................................................    36
Additional Services and Programs..........................................    36
Description of the Fund's Shares..........................................    38
Tax Status................................................................    39
Calculation of Performance................................................    44
Brokerage Allocation......................................................    45
Transfer Agent Services...................................................    47
Custody of Portfolio......................................................    47
Independent Auditors......................................................    47
Appendix A - Description of Investment Risk ..............................   A-1
Appendix B - Description of Bond and Commercial Paper Ratings ............   B-1
Financial Statements......................................................   F-1
    

                                       1
<PAGE>



ORGANIZATION OF THE FUND

The Fund is a series of the Trust, an open-end,  investment  management  company
organized as a Massachusetts  business trust 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.
Appendix  A  contains  further  information  describing  investment  risks.  The
investment objective is non-fundamental. There can be no assurance that the Fund
will achieve its investment objective.

Under normal  conditions,  the Fund will invest at least 80% of 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
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.

                                       2

<PAGE>


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.

The Fund currently uses a disciplined  investment  strategy  combining  country,
sector and company analysis.  The Fund's management team seeks to identify those
companies  with  strong  earnings,   healthy  industry  growth  projections  and
political and economic stability in their countries.  The Fund currently is also
focusing on certain companies that will benefit from the European Monetary Union
("EMU"),  with an  expectation  that the  advent of the EMU will  give  European
companies more freedom to increase profits,  potentially  increasing  investment
opportunities. This strategy can be changed at any time.

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

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.

                                       3

<PAGE>


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

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

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

The  dividends,  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.

                                       4

<PAGE>


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
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.

                                       5

<PAGE>


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

Reverse Repurchase  Agreements.  The Fund may also enter into reverse repurchase
agreements  which  involve the sale of U.S.  Government  securities  held in its
portfolio to a bank with an agreement that the Fund will buy back the securities
at a fixed  future  date at a fixed  price plus an agreed  amount of  "interest"
which may be reflected in the repurchase price.  Reverse  repurchase  agreements
are  considered  to be  borrowings by the Fund.  Reverse  repurchase  agreements
involve the risk that the market value of securities  purchased by the Fund with
proceeds  of the  transaction  may  decline  below the  repurchase  price of the
securities  sold by the Fund which it is obligated to repurchase.  The Fund will
also  continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements  because it will reacquire those securities
upon effecting  their  repurchase.  To minimize  various risks  associated  with
reverse repurchase  agreements,  the Fund will establish and maintain a separate
account consisting of 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,  Securities  Indices and Currency.  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 or any
currency in which Fund  investments  may be  denominated.  These  options may be
listed on national domestic securities exchanges or foreign securities exchanges
or traded in the  over-the-counter  market.  The Fund may write  covered put and
call options and purchase put and call  options to enhance  total  return,  as a
substitute  for the purchase or sale of  securities  or currency,  or to protect
against declines in the value of portfolio  securities and against  increases in
the cost of securities to be acquired.

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

                                       6

<PAGE>


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

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

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

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

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

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

                                       7

<PAGE>


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 or currencies.

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

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

                                       8

<PAGE>


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

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

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

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

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

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

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

                                       9

<PAGE>


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

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

                                       10

<PAGE>


Transactions  in futures  contracts  and  options on futures  involve  brokerage
costs,  require  margin  deposits  and,  in the case of  contracts  and  options
obligating  the Fund to purchase  securities or  currencies  require the Fund to
establish 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, securities prices or currency
exchanges rates may result in a poorer overall  performance for the Fund than if
it had not entered into any futures contracts or options transactions.

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

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

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

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

                                       11

<PAGE>


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 Fund's portfolio turnover rate is set forth in
the table under the caption "Financial Highlights" in the prospectus.

INVESTMENT RESTRICTIONS

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

The Fund observes the following fundamental restrictions.

The Fund may not:

         1. Issue senior securities,  except as permitted by paragraphs 2, 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.

                                       12

<PAGE>


         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.

         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.

                                       13
<PAGE>


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

The Fund may not:

         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.

                                       14
<PAGE>


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").

<TABLE>
<CAPTION>

                                         Positions Held                         Principal Occupation(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, Director and Chief
October 1944                                                                    Executive Officer, The Berkeley
                                                                                Financial Group, Inc. ("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.

                                       15
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
Dennis S. Aronowitz                      Trustee                                Professor of Law, Emeritus, Boston
1216 Falls Boulevard                                                            University School of Law (as of
Fort Lauderdale, FL  33327                                                      1996); Director, Brookline Bankcorp.
June 1931

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

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



                                       16
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
Douglas M. Costle                        Trustee (1)                            Director, Chairman and Distinguished
RR2 Box 480                                                                     Senior Fellow, Institute for
Woodstock, VT  05091                                                            Sustainable Communities, Montpelier,
July 1939                                                                       Vermont (since 1991); Dean, Vermont
                                                                                Law School (until 1991); Director, 
                                                                                Air and Water Technologies (until  
                                                                                1996) (environmental services and  
                                                                                equipment), Niagara Mohawk Power   
                                                                                Corp. (electric services); Concept 
                                                                                Five Technologies (until 1997);    
                                                                                Mitretek Systems (governmental     
                                                                                consulting services); Conversion   
                                                                                Technologies, Inc.; Living         
                                                                                Technologies, Inc.                 
                                                                                

Leland O. Erdahl                         Trustee                                Director of Uranium Resources
8046 Mackenzie Court                                                            Corporation, Hecla Mining Company,
Las Vegas, NV  89129                                                            Canyon Resources Corporation and
December 1928                                                                   Original Sixteen to One Mine, Inc.
                                                                                (from 1984-1987 and 1991-1998)
                                                                                (management consultant); Director,
                                                                                Freeport McMoran Copper & Gold, Inc.
                                                                                (until 1997); Vice President, Chief
                                                                                Financial Officer and Director of
                                                                                Amax Gold, Inc. (until 1998)
- -------------------
*    Trustee may be deemed to be an "interested person" of the Fund as defined 
     in the Investment Company  Act of 1940.
(1)  Member of the Executive Committee.  The Executive Committee may generally
     exercise most of the powers of the Board of Trustees.
(2)  A member of the Investment Committee of the Adviser.



                                       17
<PAGE>


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

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

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

Anne C. Hodsdon *                         Trustee and President (1,2)            President, Chief Operating Officer
101 Huntington Avenue                                                            and Director, the Adviser, The
Boston, MA  02199                                                                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.


                                       18
<PAGE>


                                         Positions Held                         Principal Occupation(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
CIES                                                                            International Exchange of Scholars
3007 Tilden Street, N.W.                                                        (since January 1998), Vice
Washington, D.C.  20008                                                         President, Institute of
May 1943                                                                        International Education (since
                                                                                January 1998); Cornell Institute of    
                                                                                Public Affairs, Senior Fellow,         
                                                                                Cornell University (until December     
                                                                                1997); President Emerita of Wells      
                                                                                College and St. Lawrence               
                                                                                University; Director, Niagara          
                                                                                Mohawk Power Corporation (electric     
                                                                                utility).                              
                                                                                


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

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


                                       19
<PAGE>


                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
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 Signator
August 1937                                                                     Investors, Inc., Insurance Agency,
                                                                                Inc., John Hancock Subsidiaries,
                                                                                Inc., SAMCorp. and NM Capital;
                                                                                Director, The Berkeley Group;
                                                                                Director, JH Networking Insurance
                                                                                Agency, Inc.; Director, Signature
                                                                                Services (until January 1997).

Osbert M. Hood                           Senior Vice President and Chief        Senior Vice President and Chief
101 Huntington Avenue                    Financial Officer                      Financial Officer, the Adviser, the
Boston, MA  02199                                                               Berkeley Group and John Hancock
August 1952                                                                     Funds, Inc.; Vice President and
                                                                                Chief Financial Officer, John
                                                                                Hancock Mutual Life Insurance
                                                                                Company Retail Sector (until 1997).

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.                        
                                                                                


- -------------------
*    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.


                                       20
<PAGE>

                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
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, NM Capital.
March 1950
James J. Stokowski                       Vice President, Treasurer and Chief    Vice President, the Adviser.
101 Huntington Avenue                    Accounting Officer.
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>


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.

                                       21
<PAGE>



   
                                                     Total Compensation From All
                           Aggregate Compensation    Funds in John Hancock Fund 
Independent Trustees       From the Fund(1)          Complex to Trustees(2)
- --------------------       ----------------          ----------------------
                
Dennis S. Aronowitz              $  6                      $ 72,000
Richard P. Chapman, Jr.+            8                        75,100
William J. Cosgrove+                6                        72,000
Douglas M. Costle                   8                        75,100
Leland O. Erdahl                    6                        72,000
Richard A. Farrell                  8                        75,100
Gail D. Fosler                      6                        72,000
William F. Glavin +                 6                        72,000
John A. Moore +                     6                        72,000
Patti McGill Peterson               8                        75,100
John W. Pratt                       6                        72,000
Edward J. Spellman                  8                        70,350
                                 ------                    --------
Total                            $ 82                      $874,750

(1) Compensation is for fiscal year ended October 31, 1998.

(2) Total  compensation paid by the John Hancock Fund Complex to the Independent
Trustees is for the calendar  year ended  December  31,  1998.  As of this date,
there  were 67 funds in the John  Hancock  Fund  Complex  of which each of these
independent trustees served on 34 funds.

+On  December 31, 1998,  the value of the aggregate  deferred  compensation
from all funds in the John Hancock Fund Complex for Mr. Chapman was $81,203, for
Mr.  Cosgrove was  $182,174,  for Mr.  Glavin was $248,920 and for Mr. Moore was
$166,978 under the Deferred Compensation Plan for Independent Trustees.

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

As of  February  5,  1999,  the  officers  and  Trustees  of the Fund as a group
beneficially  owned less than 1% of the  outstanding  shares of the Fund.  As of
that  date,  the  following  shareholders  beneficially  owned 5% or more of the
outstanding shares of the Fund:

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

John Hancock Advisers, Inc.          A                         10.08%
101 Huntington Avenue
Boston, MA.  02199-7603

John Hancock Advisers, Inc.          A                         10.08%
Credit Agricole Indosuez
101 Huntington Avenue
Boston, MA  02199-7603
    


                                       22
<PAGE>




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 a high rating from
Standard & Poor's and A.M.  Best.  Founded in 1862,  the Life  Company  has been
serving clients for over 130 years.

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.

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

                                       23

<PAGE>


From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's  expenses to a specified  percentage  of its 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. During the period ended October 31, 1998,
the Fund paid the Adviser fees in the amount of $88,920.
    

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 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.

                                       24

<PAGE>


   
Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal  services.  For the period ended  October 31, 1998,  the Fund paid the
Adviser $1,476 for services under this Agreement.
    

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")  that 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 Fund shares,  John Hancock  Funds and Selling  Brokers  receive
compensation  in the  form of a sales  charge  imposed,  in the  case of Class A
shares,  at the time of sale or, in the case of Class B or Class C shares,  on a
deferred basis

Total  underwriting  commissions  for sales of the Fund's Class A shares for the
period  ended  October 31, 1998 was  $109,852  and $1,602,  was retained by John
Hancock  Funds in 1998.  The  remainder  of the  underwriting  commissions  were
realized to Selling Brokers.

   
The Fund's  Trustees  adopted  Distribution  Plans with respect to each class of
shares (the "Plans") pursuant to Rule 12b-1 under the Investment  Company Act of
1940.  Under the Plans,  the Fund will pay  distribution  and service fees at an
aggregate annual rate of up to 0.30% for Class A and 1.00% for Class B and Class
C, 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 its 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 and Class C 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 and  Class C Plans  will be  carried  forward  together  with
interest on the balance of these unreimbursed  expenses. The Fund does not treat
unreimbursed  expenses under the Class B and Class C Plans as a liability of the
Fund  because the  Trustees  may  terminate  Class B and/or Class C Plans at any
time.  For the fiscal year ended  October 31,  1998,  an aggregate of $23,391 of
distribution  expenses  or 0.02% of the average net assets of the Class B shares
of the Fund,  was not  reimbursed or recovered by John Hancock Funds through the
receipt of deferred sales charges or Rule 12b-1 fees in prior  periods.  Class C
shares of the Fund did not commence  operations until March 1, 1999;  therefore,
there are no unreimbursed expenses to report.
    

                                       25

<PAGE>


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 these Plans.

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

The  Plans  provide  that  they will  continue  in effect  only so long as 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, Class B and Class C shares  have  exclusive
voting rights with respect to the Plan applicable to their  respective  class of
shares.  In adopting the Plans, the Trustees  concluded that, in their judgment,
there is a reasonable  likelihood that the Plans will benefit the holders of the
applicable class of shares of the Fund.

   
During the fiscal year ended October 31, 1998,  the Fund paid John Hancock Funds
the following amounts of expenses in connection with their services of the Fund:

<TABLE>
<CAPTION>

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


                                          Printing and                                               Interest
                                          Mailing of                               Expenses of       Carrying or
                                          Prospectus to      Compensation          John              Other 
                                          New                to Selling            Hancock           Finance 
                         Advertising      Shareholders       Brokers               Funds             Charges
                         -----------      ------------       -------               -----             -------
       <S>                   <C>               <C>             <C>                   <C>               <C> 
Class A shares             $ 9,963            $ 63            $1,768             $ 3,318                0
Class B shares             $33,510            $225            $2,373             $11,869             $449
</TABLE>
    


                                       26
<PAGE>



SALES COMPENSATION

As part of their business strategies, each of the John Hancock 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.  The sales charges and 12b-1
fees paid by investors are detailed in the  prospectus  and under  "Distribution
Contracts" in this  Statement of Additional  Information.  The portions of these
expenses  that are reallowed to financial  services  firms are shown on the next
page.

Whenever  you make an  investment  in the  Fund,  the  financial  services  firm
receives 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.  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.


                                       27
<PAGE>

   
<TABLE>
<CAPTION>



                                                          Maximum                  First year
                                 Sales charge             reallowance              service fee             Maximum total
                                 paid by investors        or commission            (% of net               compensation (1)
Class A investments              (% of offering price)    (% of offering price)    investment)             (% of offering price)
- -------------------              ---------------------    ---------------------    -----------             ---------------------
       <S>                              <C>                       <C>                 <C>                          <C> 
Up to $49,999                    5.00%                    4.01%                    0.25%                   4.25%
$50,000 - $99,999                4.50%                    3.51%                    0.25%                   3.75%
$100,000 - $249,999              3.50%                    2.61%                    0.25%                   2.85%
$250,000 - $499,999              2.50%                    1.86%                    0.25%                   2.10%
$500,000 - $999,999              2.00%                    1.36%                    0.25%                   1.60%

Regular investments of
$1 million or more
First $1M - $4,999,999           --                       0.75%                    0.25%                   1.00%
Next $1 - $5M above that         --                       0.25%                    0.25%                   0.50% (2)
Next $1 or more above that       --                       0.00%                    0.25%                   0.25% (2)


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

All amounts                                               3.75%                    0.25%                   4.00%

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

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

(2) For Group  Investment  Programs sales,  the maximum total  compensation  for
investments  of $1 million or more is 1.00% of the offering price (one year CDSC
of 1.00% applies for each sale).

CDSC  revenues  collected by John Hancock  Funds may be used to pay  commissions
when there is no initial sales charge.
    

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.

                                       28

<PAGE>


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
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 accumulate  current  purchases with the
greater of the current  value (at  offering  price) of the Class A shares of the
Fund,  owned by the  investor,  or, if John  Hancock  Signature  Services,  Inc.
("Signature  Services") is notified by the investor's  dealer or the investor at
the time of the purchase, the cost of the Class A shares owned.

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

                                       29

<PAGE>


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 same sex
         domestic partner) of any of the foregoing; or any fund, pension, profit
         sharing or other benefit plan for the individuals described above.

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

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

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        Pension plans transferring  assets from a John Hancock variable annuity
         contract to the Fund pursuant to an exemptive  application  approved by
         the Securities and Exchange Commission.

   
o        Existing  full  service  clients  of the Life  Company  who were  group
         annuity  contract  holders as of  September  1, 1994,  and  participant
         directed  retirement plans with at least 100 eligible  employees at the
         inception  of the Fund  account,  may  purchase  Class A shares with no
         initial sales  charge.  However,  if the shares are redeemed  within 12
         months  after the end of the  calendar  year in which the  purchase was
         made, a CDSC will be imposed at the following rate:
    


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

$1 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). A company's (not an individuals  qualified and non-qualified  retirement
plan  investments can be combined to take advantage of this  privilege.  Further
information about combined purchases, including certain restrictions on combined
group  purchases,  is available  from Signature  Services or a Selling  Broker's
representative.
    

                                       30

<PAGE>


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

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

   
Letter of Intention.  Reduced sales charges are also  applicable to  investments
made 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.   An  individuals
non-qualified and qualified  retirement plans investments  cannot be combined to
satisfy  LOI of 48  months.  Such an  investment  (including  accumulations  and
combinations but not including  reinvested  dividends) must aggregate $50,000 or
more  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.  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.

                                       31

<PAGE>


DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B and Class C shares which are redeemed
within six years or one year of purchase, respectively will be subject to a CDSC
at the rates set forth in the  Prospectus  as a percentage  of the dollar amount
subject  to the CDSC.  The charge  will be  assessed  on an amount  equal to the
lesser of the current market value or the original  purchase cost of the Class B
or Class C shares  being  redeemed.  No CDSC will be  imposed  on  increases  in
account value above the initial  purchase  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 both Class B and Class C
shares,  all payments  during a month will be aggregated and deemed to have been
made on the first day of the month.

In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  for  Class B or one  year  CDSC
redemption  period  for  Class C, or those you  acquired  through  dividend  and
capital  gain  reinvestment,  and next from the shares you have held the longest
during the six-year period for Class B shares.  For this purpose,  the amount of
any increase in a share's value above its initial purchase price is not 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.

                                       32
<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)
    o Minus proceeds of 10 shares not subject to
      CDSC (dividend reinvestment)                                      (120.00)
                                                                        --------
    oAmount subject to CDSC                                             $280.00

    *The appreciation is based on all 100 shares in the 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 and  Class C  shares,  such as the  payment  of  compensation  to select
Selling  Brokers for selling Class B and Class C shares.  The combination of the
CDSC and the  distribution and service fees facilitates the ability of the Funds
to sell the Class B and Class C shares  without a sales charge being deducted at
the time of the purchase.

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

For all account types:

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

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

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

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

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

o        Redemptions  of Class B (but not Class C) shares made under a periodic 
         withdrawal  plan or redemptons for fees charged by planners or advisors
         for advisory services,
o        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 or  Class C  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.

                                       33

<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 sections
         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 for some examples.

                                       34
<PAGE>

   
<TABLE>
<CAPTION>


CDSC Waiver Matrix for Class B and Class C
          <S>                   <C>               <C>              <C>              <C>               <C>  
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-
Distribution            (401 (k),                                            Rollover          retirement
                        MPP, PSP)
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or               Waived            Waived            Waived           Waived            Waived
Disability 
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Over 70 1/2             Waived            Waived            Waived           Waived for        12% of account
                                                                             mandatory         value annually
                                                                             distributions     in periodic
                                                                             or 12% of         payments
                                                                             account value
                                                                             annually in
                                                                             periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Between 59 1/2          Waived            Waived            Waived           Waived for Life   12% of account
and 70 1/2                                                                   Expectancy or     value annually
                                                                             12% of account    in periodic
                                                                             value annually    payments
                                                                             in periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Under 59 1/2            Waived for        Waived for        Waived for       Waived for        12% of account
(Class B only)          annuity           annuity           annuity          annuity           value annually
                        payments (72t)    payments (72t)    payments (72t)   payments (72t)    in periodic
                        or 12% of         or 12% of         or 12% of        or 12% of         payments
                        account value     account value     account value    account value
                        annually in       annually in       annually in      annually in
                        periodic          periodic          periodic         periodic
                        payments.         payments.         payments.        payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Loans                   Waived            Waived            N/A              N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Not Waived        Not Waived        Not Waived       Not Waived        N/A
Plan
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Hardships               Waived            Waived            Waived           N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Qualified Domestic      Waived            Waived            Waived           N/A               N/A
Relations Orders
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Waived            Waived            Waived           N/A               N/A
Employment Before
Normal Retirement Age
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Return of               Waived            Waived            Waived           Waived            N/A
Excess  
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</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.

                                       35
<PAGE>


SPECIAL REDEMPTIONS

Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this fashion, he will incur a brokerage charge. Any such
securities  would be valued for the  purposes of making such payment at the same
value as used in determining net asset value. The Fund has, however,  elected to
be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the
Fund must redeem its shares for cash  except to the extent  that the  redemption
payments to any shareholder  during any 90-day period would exceed the lesser of
$250,000 or 1% of the Fund's net asset value at the beginning of such period.

ADDITIONAL SERVICES AND PROGRAMS

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

                                       36

<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 order date of any investment.

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

                                       37

<PAGE>


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).

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. The Trustees have also
authorized  the issuance of three  classes of shares of the Fund,  designated as
Class A, Class B and Class C.

The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to that class of the Fund.  Holders of
each class of shares have certain exclusive voting rights on matters relating to
their respective  distribution plans. The different classes of the Fund may bear
different  expenses  relating  to  the  cost  of  holding  shareholder  meetings
necessitated by the exclusive voting rights of any class of shares.

Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution  and  service  fees  relating  to each class  shares  will be borne
exclusively  by that  class  (ii)  Class B and  Class C shares  will pay  higher
distribution and service fees than Class A shares and (iii) each class of shares
will bear any class expenses properly allocable to that class of shares, subject
to  the  conditions  the  Internal  Revenue  Service  imposes  with  respect  to
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
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

                                       38

<PAGE>


The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept  starter,  credit card or third party checks.  All
checks  returned by the post office as  undeliverable  will be reinvested at net
asset  value in the fund or funds from which a  redemption  was made or dividend
paid. Information provided on the account application may be used by the Fund to
verify the accuracy of the  information or for  background or financial  history
purposes.  A joint account will be administered as a joint tenancy with right of
survivorship,  unless the joint owners notify Signature  Services of a different
intent.  A shareholder's  account is governed by the laws of The Commonwealth of
Massachusetts. For telephone transactions, the transfer agent will take measures
to verify the identity of the caller,  such as asking for name,  account number,
Social Security or other taxpayer ID number and other relevant  information.  If
appropriate  measures are taken,  the transfer agent is not  responsible for any
losses that may occur to any account due to an unauthorized telephone call. Also
for your protection  telephone  transactions are not permitted on accounts whose
names or addresses have changed within the past 30 days. Proceeds from telephone
transactions can only be mailed to the address of record.

Selling activities for the Fund may not take place outside the U.S. exempt with
U.S. military bases, APO addresses and U.S. diplomats. Brokers of record on
Non-U.S. investors' accounts with foreign mailing addresses are required to
certify that all sales activities have occurred, and in the future will occur,
only in the U.S. A Foreign corporation may purchase shares of the Fund only if
it has a U.S. mailing address.

TAX STATUS

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

The Fund will be subject  to a 4%  nondeductible  Federal  excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance  with annual  minimum  distribution  requirements.  The Fund
intends under normal  circumstances  to seek to avoid or minimize  liability for
such tax by satisfying such distribution requirements.
    

Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long term capital gain.  (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net
short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.)  Some  distributions  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.

                                       39

<PAGE>


Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.

Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
foreign  currency  forward  contracts,   foreign  currencies,   or  payables  or
receivables  denominated in a foreign currency are subject to Section 988 of the
Code,  which  generally  causes  such gains and losses to be treated as ordinary
income  and  losses  and  may  affect  the  amount,   timing  and  character  of
distributions to shareholders.  Transactions in foreign  currencies that are not
directly  related to the Fund's  investment  in stock or  securities,  including
speculative  currency positions could under future Treasury  regulations produce
income  not among  the types of  "qualifying  income"  from  which the Fund must
derive  at least 90% of its  gross  income  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"),  paid by the Fund subject to certain provisions and limitations
contained in the Code, if the Fund so elects,  more than 50% of the value of the
Fund's  total  assets  at the close of any  taxable  year  consists  of stock or
securities  of  foreign  corporations,  the Fund may file an  election  with the
Internal  Revenue  Service  pursuant to which  shareholders  of the Fund will be
required  to (i)  include  in  ordinary  gross  income (in  addition  to taxable
dividends  and  distributions  actually  received)  their  pro  rata  shares  of
qualified  foreign  taxes paid by the Fund even though not actually  received by
them, and (ii) treat such  respective pro rata portions as foreign taxes paid by
them.

If the Fund makes this  election,  shareholders  may then  deduct  such pro rata
portions of qualified  foreign  taxes in computing  their taxable  incomes,  or,
alternatively,   use  them  as  foreign  tax  credits,   subject  to  applicable
limitations,  against their U.S., Federal income taxes.  Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct  their pro rata  portion  of  qualified  foreign  taxes paid by the Fund,
although such shareholders will be required to include their share of such taxes
in gross  income.  Shareholders  who claim a foreign tax credit for such foreign
taxes may be required to treat a portion of dividends  received from the Fund as
a separate  category of income for purposes of computing the  limitations on the
foreign tax credit.  Tax-exempt  shareholders  will  ordinarily not benefit from
this  election.  Each year (if any) that the Fund files the  election  described
above, its shareholders will be notified of the amount of (i) each shareholder's
pro rata share of qualified  foreign taxes paid by the Fund and (ii) the portion
of Fund dividends which represents income from each foreign country. If the Fund
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.

                                       40

<PAGE>


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
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. An elections  may be
available to ameliorate  these adverse tax  consequences,  but could require the
Fund to recognize taxable income or gain without the concurrent receipt of cash.
These investments could also result in the treatment of associated capital gains
as ordinary income.  The Fund may limit and/or manage its 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
shares of the Fund cannot be taken into account for purposes of determining gain
or loss on the  redemption or exchange of such shares within 90 days after their
purchase  to the extent  shares of the Fund or  another  John  Hancock  fund are
subsequently  acquired  without  payment  of a  sales  charge  pursuant  to  the
reinvestment or exchange  privilege.  This disregarded  charge will result in an
increase in the  shareholder's  tax basis in the shares  subsequently  acquired.
Also,  any loss  realized on a redemption  or exchange may be  disallowed to the
extent the shares  disposed of are replaced with other shares of the Fund within
a period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of, such as pursuant to automatic dividend reinvestments. In such a
case,  the  basis  of the  shares  acquired  will be  adjusted  to  reflect  the
disallowed  loss.  Any loss  realized  upon the  redemption of shares with a tax
holding period of six months or less will be treated as a long-term capital loss
to the extent of any amounts treated as distributions of long- term capital gain
with respect to such shares.  Shareholders should consult their own tax advisers
regarding their particular  circumstances to determine  whether a disposition of
Fund shares is  properly  treated as a sale for tax  purposes,  as is assumed in
this discussion.

                                       41

<PAGE>


Although its present  intention is to  distribute,  at least  annually,  all net
capital  gain, if any, the Fund reserves the right to retain and reinvest all or
any portion of the excess,  as computed for Federal income tax purposes,  of net
capital gain over net short-term  capital loss in any year. The Fund will not in
any event  distribute net capital gain realized in any year to the extent that a
capital  loss is carried  forward  from prior years  against  such gain.  To the
extent such excess was retained and not exhausted by the  carryforward  of prior
years' capital losses, it would be subject to Federal income tax in the hands of
the Fund. Upon proper  designation of this amount by the Fund, each  shareholder
would be treated for Federal income tax purposes as if the Fund had  distributed
to him on the last day of its  taxable  year his pro rata share of such  excess,
and he had paid his pro rata share of the taxes paid by the Fund and  reinvested
the remainder in the Fund.  Accordingly,  each shareholder would (a) include his
pro rata share of such  excess as long term  capital  gain 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. The Fund has $1,450,896 of capital loss carryforwards available
to the extent  provided  by  regulations  to offset  net  capital  gains.  These
carryforwards expire October 31, 2006.
    

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

                                       42

<PAGE>


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 types of
investors,  such as  tax-exempt  entities,  insurance  companies,  and financial
institutions.  Dividends, capital gain distributions,  and ownership of or gains
realized on the  redemption  (including  an  exchange) of shares of the Fund may
also be subject to state and local taxes.  Shareholders should consult their own
tax advisers as to the Federal,  state or local tax consequences of ownership of
shares  of, and  receipt of  distributions  from,  the Fund in their  particular
circumstances.

Non-U.S. investors not engaged in a U.S. trade or business with which their Fund
investment is effectively  connected will be subject to U.S.  Federal income tax
treatment that is different from that described  above.  These  investors may be
subject to non- resident  alien  withholding  tax at the rate of 30% (or a lower
rate under an applicable  tax treaty) on amounts  treated as ordinary  dividends
from the Fund and, unless an effective IRS Form W-8 or authorized  substitute 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.

                                       43

<PAGE>


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

CALCULATION OF PERFORMANCE

   
The average annual total return on Class A shares of the Fund since commencement
of  operations on March 2, 1998 was -6.49%.  The average  annual total return on
Class B shares of the Fund  since  commencement  of  operations  on June 1, 1998
through  October  31,  1998 was  -30.07%.  Class C shares of the Fund  commenced
operations on March 1, 1999; therefore, there is no average annual
total return to report.
    

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 each  class,  this  calculation
assumes the maximum  sales charge is included in the initial  investment  or the
CDSC is applied at the end of the period, respectively. This calculation assumes
that all dividends and  distributions  are  reinvested at net asset value on the
reinvestment dates during the period.  The "distribution  rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during the
period stated by the maximum offering price or net asset value at the end of the
period.  Excluding the Fund's sales charge from the distribution rate produces a
higher rate.

In addition to average  annual total returns,  the Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single  investment,  a series of
investments, and/or a series of redemptions, over any time period. Total returns
may be quoted with or without  taking the Fund's  sales charge on Class A shares
or the CDSC on Class B or Class C shares  into  account.  Excluding  the  Fund's
sales  charge on Class A shares and the CDSC on Class B or Class C shares from a
total return calculation produces a higher total return figure.

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.

                                       44

<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,  which
consists of officers and  directors of the Adviser and officers and Trustees who
are interested persons of the Fund. Orders for purchases and sales of securities
are placed in a manner  which,  in the opinion of the  officers of the  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. Government  securities market,  securities are generally traded on a
"net" basis with  dealers  acting as principal  for their own account  without a
stated commission,  although the price of the security usually includes a profit
to the  dealer.  On  occasion,  certain  money  market  instruments  and  agency
securities  may be  purchased  directly  from  the  issuer,  in  which  case  no
commissions  or  premiums  are paid.  In other  countries,  both debt and equity
securities  are traded on exchanges at fixed  commission  rates.  Commissions on
foreign  transactions are generally higher than the negotiated  commission rates
available  in the U.S.  There  is  generally  less  government  supervision  and
regulation of foreign stock exchanges and broker-dealers than in the U.S.

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

                                       45

<PAGE>


brokers and dealers may benefit the Life Company or other advisory 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. For the period ended October 31, 1998, the Fund paid negotiated
brokerage commissions in the amount of $98,507.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker-dealer which provides brokerage and research services to the
Fund an amount of disclosed commission in excess of the commission which another
broker- dealer would have charged for effecting that transaction.  This practice
is subject  to a good faith  determination  by the  Trustees  that such price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees may adopt from time to time.  During the fiscal year ended  October 31,
1998,  the Fund did not pay  commissions  as  compensation  to any  brokers  for
research services such as industry, economic and company reviews and evaluations
of securities.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder Signator Investors, Inc., a broker-dealer ("Signator" or "Affiliated
Broker")  with the Adviser.  Credit  Agricole,  the  Sub-Adviser's  parent,  has
several  affiliates engaged in the brokerage business in Europe and Asia: Credit
Agricole Indosuez Cheuvreux; CPR Action (ex-Schelcher Prince Cheuvreux de Virieu
International Ltd, London; Cheuvreux de Virieu, Nordic AB, Stockholm,  Cheuvreux
de Virieu,  Espana, Madrid, Credit Agricole Indosuez Cheuvreux Deutschland GMBH,
Frankfourt/  Main;  Caboto Sim in Italy;  Carr  Securities;  Carr  Futures  SNC.
(Paris) and Carr Futures PTE, Singapore (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. For the fiscal year ended October 31, 1998, the Fund
paid $5,904 in brokerage commissions to 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.

                                       46

<PAGE>


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.

TRANSFER AGENT SERVICES

John Hancock Signature  Services,  Inc., 1 John Hancock Way, Suite 1000, Boston,
MA 02217-1000,  a wholly owned indirect  subsidiary of the Life Company,  is the
transfer  and  dividend  paying  agent  for the Fund.  The Fund  pays  Signature
Services an annual fee of $19.00 for each Class A  shareholder  account,  $21.50
for each Class B  shareholder  account  and $20.50 for each Class C  shareholder
account.  The Fund also pays certain  out-of- pocket expenses and these expenses
are  aggregated and charged to the Fund 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  Pricewaterhouse  Coopers LLP, 160
Federal Street, Boston,  Massachusetts 02110. Pricewaterhouse Coopers LLP audits
and renders an opinion on the Fund's annual financial statements and reviews the
Fund's annual Federal income tax return.


                                       47
<PAGE>



APPENDIX A- Description of Investment Risk

MORE ABOUT RISK

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

A fund is permitted to utilize -- within limits  established  by the trustees --
certain other  securities  and  investment  practices that have higher risks and
opportunities  associated  with them. To the extent that the Fund utilizes these
securities  or  practices,  its  overall  performance  may be  affected,  either
positively  or  negatively.  On the  following  pages are brief  definitions  of
certain  associated  risks with them with  examples  of related  securities  and
investment  practices  included in brackets.  See the "Investment  Objective and
Policies" and "Investment Restrictions" sections of this Statement of Additional
Information  for a  description  of this Fund's  investment  policies.  The Fund
follows certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the Fund will earn income or
show a positive return over any period of time -- days, months or years.

TYPES OF INVESTMENT RISK

Correlation risk The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged  (hedging is the use of one investment
to offset the  effects of another  investment).  (e.g.,  short  sales,  currency
contracts, financial futures and options; securities and index options).

Credit risk The risk that the issuer of a  security,  or the  counterparty  to a
contract,  will  default  or  otherwise  become  unable  to  honor  a  financial
obligation.  (e.g.,  repurchase  agreements,  securities  lending,  foreign debt
securities,   non-investment-grade  debt  securities,  asset-backed  securities,
mortgage-backed  securities,  participation  interests,  financial  futures  and
options; securities and index options, structured securities).

Currency risk The risk that  fluctuations in the exchange rates between the U.S.
dollar and foreign  currencies  may  negatively  affect an  investment.  Adverse
changes in  exchange  rates may erode or reverse  any gains  produced by foreign
currency  denominated  investments,  and may widen any losses.  (e.g.,  currency
trading,  foreign debt securities,  currency  contracts,  financial  futures and
options; securities and index options).

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.(e.g.,  mortgage-backed  securities,
structured securities).

Information  risk The risk that key  information  about a security  or market is
inaccurate or unavailable.(e.g., non-investment-grade debt securities).

Interest rate risk The risk of market losses attributable to changes in interest
rates. With fixed-rate  securities,  a rise in interest rates typically causes a
fall in values,  while a fall in rates typically  causes a rise in values.(e.g.,
foreign debt  securities,  non-investment-grade  debt  securities,  asset-backed
securities,   mortgage-backed  securities,  participation  interests,  financial
future and options; securities and index options, structured securities).

Leverage risk  Associated  with securities or practices (such as borrowing) that
multiply  small index or market  movements  into large changes in value.  (e.g.,
when-issued  securities and forward commitments,  currency contracts,  financial
futures and options; securities and index options, structured securities).

                                      A-1

<PAGE>


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.   (e.g.,   short  sales,   non-investment-grade   debt  securities,
restricted and illiquid securities,  mortgage-backed  securities,  participation
interests,  currency  contracts,  financial futures and options;  securities and
index options, structured securities).

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.  (e.g.,  short
sales,  short-term  trading,  when-issued  securities  and forward  commitments,
foreign debt securities,  non-investment-grade  debt securities,  restricted and
illiquid  securities,  financial  futures  and  options;  securities  and  index
options, structured securities).

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. (e.g., short sales, when-issued securities and forward commitments,
currency  contracts,   financial  futures  and  options;  securities  and  index
options).

Political  risk The risk of  losses  attributable  to  government  or  political
actions, from changes in tax or trade statutes to governmental collapse and war.
(e.g., foreign debt securities).

Prepayment risk The risk that unanticipated prepayments may occur during periods
of falling  interest rates,  reducing the value of  mortgage-backed  securities.
(e.g., mortgage-backed securities, structured securities).

Valuation  risk The risk that a fund has valued  certain of its  securities at a
higher  price  than it can  sell  them  for.  (e.g.,  non-investment-grade  debt
securities,   restricted  and  illiquid  securities,   participation  interests,
structured securities)


                                      A-2
<PAGE>


APPENDIX B-DESCRIPTION OF BOND RATINGS

Moody's Bond Ratings

"Bonds  which are rated 'Aaa' are judged to be of the best  quality.  They carry
the smallest  degree of investment  risk and are generally  referred to as 'gilt
edge.' Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

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

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

"Bonds which are rated 'Baa' are considered as medium grade  obligations,  i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well."

"Bonds  which are rated  'Ba' are  judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good and bad  times  over the  future.  Uncertainty  of  position,
characterizes bonds in this class."

"Bonds  which are rated 'B'  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small."

Where no  rating  has been  assigned  or where a rating  has been  suspended  or
withdrawn,  it may be for reasons unrelated to the quality of the issue.  Should
no  rating  be  assigned,  the  reason  may  be one  of  the  following:  (i) an
application  for rating was not received or  accepted;  (ii) the issue or issuer
belongs to a group of securities that are not rated as a matter of policy; (iii)
there is a lack of essential data pertaining to the issue or issuer; or (iv) the
issue was privately placed, in which case the rating is not published in Moody's
publications.

Suspension or withdrawal may occur if new and material  circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date  data to permit a  judgment  to be  formed;  if a bond is
called for redemption; or for other reasons.


Standard & Poor's Bond Ratings

"AAA.  Debt  rated  'AAA' has the  highest  rating  by  Standard  &  Poor's.
Capacity  to pay  interest  and repay principal is extremely strong."

                                      B-1

<PAGE>


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

"A.  Debt rated 'A' has a strong  capacity  to pay  interest  and repay 
principal  although  it is  somewhat  more susceptible to the adverse effects of
changes in  circumstances  and economic  conditions than debt in higher rated
categories."

"BBB. Debt rated 'BBB' is regarded as having  adequate  capacity to pay interest
and  repay  principal.   Whereas  it  normally  exhibits   adequate   protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories."

"Debt rated "BB" or "B" is regarded,  on balance,  as predominantly  speculative
with  respect to the  issuer's  capacity to pay  interest  and pay  principal in
accordance with the terms of the obligation. "BB" indicates the lowest degree of
speculation  and "CC" the highest  degree of  speculation.  While such debt will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major risk exposures to adverse conditions."

Unrated.  This  indicates  that no  rating  has been  requested,  that  there is
insufficient  information  on which to base a rating,  or that Standard & Poor's
does not rate a particular type of obligation as a matter of policy.

COMMERCIAL PAPER RATINGS

Moody's Commercial Paper Ratings

Moody's  ratings for commercial  paper are opinions of the ability of issuers to
repay  punctually  promissory  obligations  not having an  original  maturity in
excess of nine months.  Moody's two highest  commercial paper rating  categories
are as follows:

"P-1 -- "Prime-1"  indicates the highest quality repayment capacity of the rated
issues.

"P-2 -- "Prime-2"  indicates that the issuer has a strong capacity for repayment
of short-term promissory obligations. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics,  while
still appropriate,  may be more affected by external conditions. Ample alternate
liquidity is maintained."

Standard & Poor's Commercial Paper Ratings

Standard & Poor's  commercial  paper  ratings  are  current  assessments  of the
likelihood  of timely  payment of debts  having an original  maturity of no more
than 365 days.  Standard & Poor's two highest commercial paper rating categories
are as follows:

"A-1 -- This  designation  indicates that the degree of safety  regarding timely
payment is very strong.  Those issues determined to possess  overwhelming safety
characteristics will be denoted with a plus (+) sign designation."

"A-2 -- Capacity for timely payment on issues with this  designation  is strong.
However,  the relative  degree of safety is not as high as for issues designated
A-1."



                                      B-2
<PAGE>



                              FINANCIAL STATEMENTS



The  financial  statements  listed  below are included in the Fund's 1998 Annual
Report  to   Shareholders   for  the  year  ended   October  31,  1998;   (filed
electronically on December 30, 1998, accession number  0001010521-98-000413) and
are included in and  incorporated  by reference into Part B of the  Registration
Statement  for John  Hancock  European  Equity  Fund  (file  nos.  811-4932  and
33-10722).

John Hancock World Fund
  John Hancock European Equity Fund

  Statement  of Assets and  Liabilities  as of October 31,  1998. 
  Statement  of Operations  for the year ended  October 31, 1998. 
  Statement of Changes in Net Asset for the period ended October 31, 1998.
  Financial  Highlights  for the period  ended  October  31,  1998. 
  Notes to Financial Statements.
  Schedule of Investments as of October 31, 1998.
  Report of Independent Auditors.


                                      F-1
<PAGE>



                                                        
                    JOHN HANCOCK GLOBAL HEALTH SCIENCES FUND

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

                                  March 1, 1999

This Statement of Additional Information provides information about John Hancock
Global Health Sciences Fund (the "Fund") in addition to the information  that is
contained in the combined  International/Global Funds' Prospectus dated March 1,
1999 (the  "Prospectus").  The Fund is a non-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................................................       12
Those Responsible for Management.......................................       14
Investment Advisory and Other Services.................................       23
Distribution Contracts.................................................       25
Sales Compensation.....................................................       27
Net Asset Value........................................................       28
Initial Sales Charge on Class A Shares.................................       29
Deferred Sales Charge on Class B and Class C Shares ...................       32
Special Redemptions....................................................       35
Additional Services and Programs.......................................       35
Description of the Fund's Shares.......................................       37
Tax Status.............................................................       38
Calculation of Performance.............................................       43
Brokerage Allocation...................................................       44
Transfer Agent Services................................................       46
Custody of Portfolio...................................................       46
Independent Auditors...................................................       46
Appendix A- Description of Investment Risk.............................      A-1
Appendix B-Description of Bond and Commercial Paper Ratings............      B-1
Financial Statements...................................................      F-1
    

                                       1
<PAGE>


ORGANIZATION OF THE FUND

The Fund is a series of the Trust,  an open-end  investment  management  company
organized as a  Massachusetts  business trust in August,  1986 under the laws of
The Commonwealth of Massachusetts. On January 1, 1995, the Fund changed its name
from John Hancock Freedom Global Rx and on October 1, 1998 changed its name from
John Hancock Global Rx to John Hancock Global Health Sciences Fund.

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

INVESTMENT OBJECTIVE AND POLICIES

The following  information  supplements the discussion of the Fund's  investment
objective and policies discussed in the Prospectus.  Appendex A contains further
information   describing   investment   risk.   The   investment   objective  is
non-fundamental. There is no assurance that the Fund will achieve its investment
objective.

The investment  objective of the Fund is long-term capital  appreciation through
investments  in  an  international  portfolio  consisting  primarily  of  equity
securities of issuers in the health care industry.  Accordingly,  the Fund seeks
to increase  the value of  shareholder  investments,  and any current  income is
incidental to this objective.

Under normal  conditions,  the Fund will invest at least 65% of its total assets
in the  securities of health care  companies.  A "health care" company is one in
which at least 50% of gross  revenues are derived  from,  or 50% of gross assets
are committed  to, health care  activities as of the end of its last fiscal year
or its most  recent  publicly  available  financial  statement.  The health care
industry is diverse,  including  companies  which  design,  produce  and/or sell
prescription  drugs and  over-the-counter  medicines,  drug delivery systems and
medical and  analytical  instruments;  companies  which own and/or manage health
care  facilities;  and  companies  involved in  biotechnology.  Because the Fund
concentrates  its  investments in the health care industry,  its  performance is
closely tied to conditions in this industry.  The types of products and services
comprising this industry tend to become  obsolete  quickly with the discovery of
more effective medical techniques.  Additionally,  the companies providing these
services and products are subject to strict  government  regulation  which could
have an  unfavorable  impact  on the  price and  supply  of their  services  and
products.  Because the Fund is  non-diversified  it will be more  susceptible to
adverse developments affecting any single issuer.

The Fund invests in common  stocks and in  securities  convertible  into or with
rights to  purchase  common  stock of U.S.  and  foreign  issuers.  The value of
convertible securities, while influenced by the level of interest rates, is also
affected by the  changing  value of the  underlying  common stock into which the
securities  are  convertible.   The  Fund  will  not  purchase  any  convertible
securities rated below "B" by a major rating agency.

A significant  portion of the Fund's investments are expected to be in countries
with  developing  markets,  and  in  smaller  capitalization   developing-growth
companies  with  relatively  limited  operating  histories  as  publicly  traded
companies, and without regard to a record of profits or dividends.  Investing in
securities of smaller capitalization  developing-growth  companies also involves
greater risk and the possibility of greater  portfolio price  volatility.  Among
the reasons for the  greater  price  volatility  in these  small  companies  and
unseasoned  stocks are the less certain growth  prospects of smaller firms,  the
lower  degree of  liquidity  in the  markets  for these  stocks and the  greater
sensitivity  of  small  companies  to  changing  economic  conditions  in  their
geographic region. Securities of these companies involve higher investment risks
than those  normally  associated  with larger firms due to the greater  business
risks of small size and limited product lines,  markets,  distribution  channels
and financial and managerial  resources.  Normally,  the Fund will invest in the
securities markets of at least three countries, potentially including the United
States.

                                       2

<PAGE>


Investment  in  Foreign  Securities.  The Fund may invest in the  securities  of
foreign  issuers 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  securities  may not
necessarily be  denominated  in the same currency as the  securities  into which
they may be converted but rather in the currency of the market in which they are
traded.  ADRs are receipts typically issued by an American bank or trust company
which  evidence   ownership  of  underlying   securities  issued  by  a  foreign
corporation.  Generally,  ADRs, in registered form, are designed for use in U.S.
securities markets and EDRs are designed for use in foreign securities  markets.
Issuers of unsponsored ADRs are not contractually obligated to disclose material
information including financial information, in the United States.

The  securities  markets of many  countries  have in the past  moved  relatively
independently of one another,  due to differing economic,  financial,  political
and social factors. When markets in fact move in different directions and offset
each  other,  there  may be a  corresponding  reduction  in risk for the  Fund's
portfolio  as a whole.  This  lack of  correlation  among the  movements  of the
world's securities markets may also affect unrealized gains the Fund has derived
from movements in any one market.

If securities traded in markets moving in different directions are combined into
a single portfolio,  such as that of the Fund, total portfolio volatility may be
reduced. Since the Fund may invest in securities denominated in currencies other
than U.S.  dollars,  changes in foreign  currency  exchange rates may affect the
value  of its  portfolio  securities.  Exchange  rates  may not move in the same
direction as the securities markets in a particular country. As a result, market
gains may be offset by unfavorable exchange rate fluctuations.

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

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

                                       3

<PAGE>


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

The cost to the Fund of engaging in foreign  currency  transactions  varies with
such factors as the currency involved, the length of the contract period and the
market  conditions then prevailing.  Since  transactions in foreign currency are
usually conducted on a principal basis, no fees or commissions are involved.

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

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
State  exchanges,  although the Fund will endeavor to achieve the most favorable
net results on its portfolio  transactions.  There is generally less  government
supervision and regulation of securities  exchanges,  brokers and listed issuers
than in the United States.

With respect to certain foreign  countries,  there is the possibility of adverse
changes  in  investment   or  exchange   control   regulations,   expropriation,
nationalization or confiscatory taxation, limitations on the removal of funds or
other  assets  of the  Fund,  political  or social  instability,  or  diplomatic
developments  which could affect United States  investments in those  countries.
Moreover,  individual foreign economies may differ favorable or unfavorable 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,

                                       4


<PAGE>


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.

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

The Fund has  established a procedure  providing that the securities  serving as
collateral  for  each  repurchase  agreement  must be  delivered  to the  Fund's
custodian  either  physically or in book-entry form and that the collateral must
be marked to market  daily to ensure  that each  repurchase  agreement  is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying securities and could experience losses, including the
possible decline in the value of the underlying  securities during the period in
which the Fund seeks to enforce its rights thereto, possible subnormal levels of
income decline in value of the underlying securities or lack of access to income
during this period as well as the expense of enforcing its rights.

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

                                       5

<PAGE>


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

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

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

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

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

                                       6

<PAGE>


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

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

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

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

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

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

                                       7

<PAGE>


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

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

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

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

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

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

                                       8

<PAGE>


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

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

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

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

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

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

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.

                                       9

<PAGE>


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

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

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

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

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

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

                                       10
<PAGE>


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

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

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

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

Under  applicable  guidelines  of the  staff  of  the  Securities  and  Exchange
Commission (the "SEC"),  if the Fund engages in short sales of the type referred
to in  non-fundamental  Investment  Restriction No. (c) (ii) and (iii) below, it
must put in a segregated account (not with the broker) an amount of cash or U.S.
Government  securities  equal to the difference  between (1) the market value of
the  securities  sold short at the time they were sold short and (2) any cash or
U.S.  Government  securities  required to be  deposited as  collateral  with the
broker in  connection  with the short sale (not  including the proceeds from the
short sale). In addition, until the Fund replaces the borrowed security, it must
daily maintain the segregated  account at such a level that the amount deposited
in it plus the amount  deposited  with the broker as  collateral  will equal the
current  market  value of the  securities  sold  short.  Except for short  sales
against the box,  the amount of the Fund's net assets that may be  committed  to
short sales is limited and the  securities in which short sales are made must be
listed on a national securities exchange.

                                       11

<PAGE>


Short selling may produce higher than normal portfolio turnover which may result
in increased transaction costs to the Fund and may result in gains from the sale
of securities  deemed to have been held for less than three months,  which gains
must constitute less than 30% of the Fund's gross income for its taxable year in
order for the Fund to qualify for  treatment as a regulated  investment  company
under the Internal Revenue Code of 1986, as amended (the "Code"), for that year.

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

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

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

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

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.  Over the
past several years,  political and economic  events in foreign  countries and in
the health care  industry  have  affected the Fund's  geographic  allocation  of
assets.   A  high  rate  of   portfolio   turnover   (100%  or  more)   involves
correspondingly  greater brokerage expenses.  The Fund's portfolio turnover rate
is set  forth in the table  under  the  caption  "Financial  Highlights"  in the
prospectus.

INVESTMENT RESTRICTIONS

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

                                       12

<PAGE>


The Fund may not:

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

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

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

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

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

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

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

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

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

The Fund may not:

                                       13

<PAGE>


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

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

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

(d) 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.

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

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

THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Fund is managed by its  Trustees who elect  officers who are
responsible for the day-to-day  operations of the Fund and who execute  policies
formulated by the Trustees. Several of the officers and Trustees of the 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 Occupation(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, Director and Chief
October 1944                                                                    Executive Officer, The Berkeley
                                                                                Financial Group, Inc. ("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.


                                       15
<PAGE>



                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
Dennis S. Aronowitz                      Trustee                                Professor of Law, Emeritus, Boston
1216 Falls Boulevard                                                            University School of Law (as of
Fort Lauderdale, FL  33327                                                      1996); Director, Brookline Bankcorp.
June 1931

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

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


                                       16
<PAGE>



                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
Douglas M. Costle                        Trustee (1)                            Director, Chairman and Distinguished
RR2 Box 480                                                                     Senior Fellow, Institute for
Woodstock, VT  05091                                                            Sustainable Communities, Montpelier,
July 1939                                                                       Vermont (since 1991); Dean, Vermont
                                                                                Law School (until 1991); Director,  
                                                                                Air and Water Technologies (until   
                                                                                1996) (environmental services and   
                                                                                equipment), Niagara Mohawk Power    
                                                                                Corp. (electric services); Concept  
                                                                                Five Technologies (until 1997);     
                                                                                Mitretek Systems (governmental      
                                                                                consulting services); Conversion    
                                                                                Technologies, Inc.; Living          
                                                                                Technologies, Inc.                  
                                                                                

Leland O. Erdahl                         Trustee                                Director of Uranium Resources
8046 Mackenzie Court                                                            Corporation, Hecla Mining Company,
Las Vegas, NV  89129                                                            Canyon Resources Corporation and
December 1928                                                                   Original Sixteen to One Mine, Inc.
                                                                                (from 1984-1987 and 1991-1998)
                                                                                (management consultant); Director,
                                                                                Freeport McMoran Copper & Gold, Inc.
                                                                                (until 1997); Vice President, Chief
                                                                                Financial Officer and Director of
                                                                                Amax Gold, Inc. (until 1998)

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



                                       17
<PAGE>



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

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

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

Anne C. Hodsdon *                         Trustee and President (1,2)            President, Chief Operating Officer
101 Huntington Avenue                                                            and Director, the Adviser, The
Boston, MA  02199                                                                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.



                                       18
<PAGE>



                                         Positions Held                         Principal Occupation(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
CIES                                                                            International Exchange of Scholars
3007 Tilden Street, N.W.                                                        (since January 1998), Vice
Washington, D.C.  20008                                                         President, Institute of
May 1943                                                                        International Education (since
                                                                                January 1998); Senior Fellow,       
                                                                                Cornell Institute of Public         
                                                                                Affairs, Cornell University (until  
                                                                                December 1997); President Emerita   
                                                                                of Wells College and St. Lawrence   
                                                                                University; Director, Niagara       
                                                                                Mohawk Power Corporation (electric  
                                                                                utility).                           
                                                                                


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

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


                                       19
<PAGE>



                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
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, Signator Investors, Inc.,
August 1937                                                                     Insurance Agency, Inc., John Hancock
                                                                                Subsidiaries, Inc., SAMCorp. and NM
                                                                                Capital; Director, The Berkeley
                                                                                Group; Director, JH Networking
                                                                                Insurance Agency, Inc.; Director,
                                                                                Signature Services (until January
                                                                                1997).

Osbert M. Hood                           Senior Vice President and Chief        Senior Vice President and Chief
101 Huntington Avenue                    Financial Officer                      Financial Officer, the Adviser, the
Boston, MA  02199                                                               Berkeley Group and John Hancock
August 1952                                                                     Funds, Inc.; Vice President and
                                                                                Chief Financial Officer, John
                                                                                Hancock Mutual Life Insurance
                                                                                Company Retail Sector (until 1997).

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.                       
                                                                                


- -------------------
*    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.



                                       20
<PAGE>



                                         Positions Held                         Principal Occupation(s)
Name and Address                         With the Company                       During the Past Five Years
- ----------------                         ----------------                       --------------------------
      <S>                                      <C>                                          <C>
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, NM Capital.
March 1950
James J. Stokowski                       Vice President, Treasurer and Chief    Vice President, the Adviser.
101 Huntington Avenue                    Accounting Officer.
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>




                                       21
<PAGE>




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

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

Dennis S. Aronowitz                 $ 531                 $ 72,000
Richard P. Chapman, Jr.+              558                   75,100
William J. Cosgrove+                  531                   72,000
Douglas M. Costle+                    558                   75,100
Leland O. Erdahl                      531                   72,000
Richard A. Farrell                    558                   75,100
Gail D. Fosler                        531                   72,000
William F. Glavin+                    531                   72,000
John A. Moore+                        531                   72,000
Patti McGill Peterson                 552                   75,100
John W. Pratt                         531                   72,000
Edward J. Spellman                    558                   70,350
                                   ------                 --------
Total                              $6,501                 $874,750

(1) Compensation is for the fiscal year ended October 31, 1998.

(2) Total  compensation paid by the John Hancock Fund Complex to the Independent
Trustees is for the calendar  year ended  December  31,  1998.  As of this date,
there were  sixty-seven  funds in the John  Hancock Fund  Complex,  with each of
these Independent Trustees serving on 34 funds.

+  On December 31, 1998,  the value of the aggregate  deferred  compensation
from all funds in the John Hancock Fund Complex for Mr. Chapman was $81,203, for
Mr.  Cosgrove was  $182,174,  for Mr.  Glavin was $248,920 and for Mr. Moore was
$166,978 under the Deferred Compensation Plan for Independent Trustees.
    

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


                                       22
<PAGE>


As of  February  5,  1999,  the  officers  and  Trustees  of the Fund as a group
beneficially  owned less than 1% of the  outstanding  shares of the Fund.  As of
that  date,  the  following  shareholders  beneficially  owned 5% or more of the
outstanding shares of the Fund:

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

MLPF&S For The Sole Benefit Of Its          A                   6.16%
Customers
4800 Deerlake Drive East
Jacksonville FL 32246-6484

MLPF&S For The Sole Benefit Of Its          B                  11.74%
Customers
4800 Deerlake Drive East
Jacksonville FL 32246-6484
    

As of June 16, 1992,  the  Trustees  established  an advisory  board in order to
provide  information of a general  medical and  scientific  nature to investment
officers of the Fund.  The members of the advisory  board are distinct  from the
Board of Trustees, hold office at the pleasure of the Trustees, are persons with
scientific  and  medical  expertise  who do not  serve  the  Fund  in any  other
capacity,  and are persons who have no power to determine  what  securities  are
purchased or sold.

Currently, the advisory board consists of: Mark S. Klempner, M.D., Vice Chairman
for Scientific Affairs,  Professor of Medicine,  physician and scientist,  since
1978 with the New England Medical Center Hospitals - Tufts University  School Of
Medicine,  located at 750 Washington Street,  Boston,  Massachusetts 02111; Deeb
Salem, M.D., since 1987 the Chief Medical Officer and Professor of Medicine with
the New England Medical Center Hospitals - Tufts University  School of Medicine,
located  at 750  Washington  Street,  Boston,  Massachusetts  02111;  Martin  A.
Samuels, M.D., since 1988 Chief of Neurology with Brigham and Woman's Hospitals,
75 Francis Street,  Boston,  Massachusetts 02115 and Charles L. Cooney,  M.D., a
founder of Genzyme  Corporation and Chairman of the Biochemistry  Department and
Pharmaceutical Program at Massachusetts  Institute of Technology.  The Fund pays
each member of the advisory board an annual retainer fee of $10,000.

INVESTMENT ADVISORY AND OTHER SERVICES

The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603,
was  organized in 1968 and has more than $30 billion in assets under  management
in its  capacity as  investment  adviser to the Fund and other  mutual funds and
publicly traded investment  companies in the John Hancock group of funds, having
a combined total of over 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 $100 billion,
the Life  Company is one of ten largest life  insurance  companies in the United
States,  and carries a high rating from Standard & Poor's and A.M. Best. Founded
in 1862, the Life Company has been serving clients for over 130 years.

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

                                       23

<PAGE>


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

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

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

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

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

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

                                       24

<PAGE>


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

   
For the fiscal  years  ended  August 31,  1996,  the  Adviser  received  fees of
$457,352. For the period from September 1, 1996 to October 31, 1996, and for the
fiscal  years  ended  October 31, 1997 and 1998,  the Adviser  received  fees of
$112,225, $725,408 and $1,238,608,  respectively.  In 1996, the Trustees changed
the fiscal year-end of the Fund to October 31, 1996.

Accounting and Legal Services Agreement.  The Trust, on behalf of the Fund, is a
party to an Accounting and Legal Services  Agreement with the Adviser.  Pursuant
to this agreement,  the Adviser  provides the Fund with certain tax,  accounting
and legal  services.  For the period from September 1, 1996 to October 31, 1996,
the Fund paid the Adviser  $2,630 for  services  under this  agreement.  For the
fiscal year ended October 31, 1997 and 1998,  the Fund paid the Adviser  $16,625
and $25,243, respectively, for services under this Agreement.
    

In order to avoid conflicts with portfolio  trades for the Fund, the Adviser and
the Fund have adopted extensive  restrictions on personal  securities trading by
personnel of the Adviser and its  affiliates.  Some of these  restrictions  are:
pre-clearance  for all  personal  trades  and a ban on the  purchase  of initial
public offerings,  as well as contributions to specified charities of profits on
securities held for less than 91 days. These  restrictions are a continuation of
the basic  principle  that the interests of the Fund and its  shareholders  come
first.

DISTRIBUTION CONTRACTS

The Fund has a Distribution  Agreement  contract with John Hancock Funds.  Under
the  agreement,  John Hancock Funds is obligated to use its best efforts to sell
shares 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  that are  continually  offered  at net  asset  value  next
determined, plus an applicable sales charge, if any. In connection with the sale
of Fund shares, John Hancock Funds and Selling Brokers receive compensation from
a sales charge imposed,  in the case of Class A shares,  at the time of sale. In
the  case of  Class B or  Class  C  shares,  the  broker  receives  compensation
immediately but John Hancock Funds is compensated on a deferred basis.

   
Total  underwriting  commissions  for sales of the Fund's Class A shares for the
fiscal  periods ended October 31, 1998,  October 31, 1997,  September 1, 1996 to
October 31,  1996 and August 31,  1996 were  $852,141,  $288,889,  $105,287  and
$471,313,   respectively,   and   $142,506,   ,$44,643,   $36,747  and  $71,002,
respectively,  were  retained  by John  Hancock  Funds in 1998,  1997 and  1996,
respectively.  The remainder of the  underwriting  commissions were reallowed to
Selling Brokers.

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

                                       25

<PAGE>


incurred in connection with the distribution of Fund shares; and (iii) with
respect to Class B and Class C shares only, interest expenses on unreimbursed
distribution expenses. The service fees will be used to compensate Selling
Brokers and others for providing personal and account maintenance services to
shareholders. In the event 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 and Class C Plans will be carried forward together
with interest on the balance of these unreimbursed expenses. The Fund does not
treat unreimbursed expenses under the Class B and Class C Plans as a liability
of the Fund because the Trustees may terminate Class B and/or Class C Plans at
any time. For the fiscal year ended October 31, 1998, an aggregate of $820,480
of Distribution Expenses or 0.57% of the average net assets of the Fund's Class
B shares was not reimbursed or recovered by John Hancock Funds through the
receipt of deferred sales charges or Rule 12b-1 fees in prior periods. Class C
shares of the Fund did not commenced operations until March 1, 1999; therefore,
there are no unreimburse expenses to report.
    

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 these Plans.

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

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

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 Fund.

                                       26

<PAGE>


For the fiscal year ended October 31, 1998, the Fund paid John Hancock Funds the
following  amounts of expenses in connection  with their  services for the Fund.
Class C shares did not commence operations until March 1, 1999; therefore, there
are no expenses to report.


   
<TABLE>
<CAPTION>

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

                                          Printing and                                               Interest,
                                          Mailing of                                                 Carrying or
                                          Prospectus to      Compensation                            Other 
                                          New                to Selling           Expenses of        Finance 
                      Advertising         Shareholders       Brokers              Distributor        Charges
                      -----------         ------------       -------              -----------        -------
      <S>                 <C>                  <C>             <C>                     <C>              <C>
Class A shares        $ 37,636            $ 3,432            $ 60,376             $105,086                 0
Class B shares        $169,697            $15,326            $159,722             $473,509           $41,572
</TABLE>
    

SALES COMPENSATION

As part of their business strategies, each of the John Hancock 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.  The sales charges and 12b-1
fees paid by investors are detailed in the  prospectus  and under  "Distribution
Contracts" in this  Statement of Additional  Information.  The portions of these
expenses  that are reallowed to financial  services  firms are shown on the next
page.

Whenever  you make an  investment  in the  Fund,  the  financial  services  firm
receives 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.  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.


                                       27
<PAGE>

   
<TABLE>
<CAPTION>


                                                          Maximum                  First year
                                 Sales charge             reallowance              service fee             Maximum total
                                 paid by investors        or commission            (% of net               compensation (1)
Class A investments              (% of offering price)    (% of offering price)    investment)             (% of offering price)
- -------------------              ---------------------    ---------------------    ------------            ---------------------
       <S>                             <C>                          <C>                 <C>                       <C> 
Up to $49,999                    5.00%                    4.01%                    0.25%                   4.25%
$50,000 - $99,999                4.50%                    3.51%                    0.25%                   3.75%
$100,000 - $249,999              3.50%                    2.61%                    0.25%                   2.85%
$250,000 - $499,999              2.50%                    1.86%                    0.25%                   2.10%
$500,000 - $999,999              2.00%                    1.36%                    0.25%                   1.60%

Regular investments of
$1 million or more
First $1M - $4,999,999           --                       0.75%                    0.25%                   1.00%
Next $1 - $5M above that         --                       0.25%                    0.25%                   0.50% (2)
Next $1 or more above that       --                       0.00%                    0.25%                   0.25% (2)


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

All amounts                                               3.75%                    0.25%                   4.00%

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

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

(2) For Group  Investment  Programs sales,  the maximum total  compensation  for
investments  of $1 million or more is 1.00% of the offering price (one year CDSC
of 1.00% applies for each sale).

CDSC  revenues  collected by John Hancock  Funds may be used to pay  commissions
when there is no initial sales charge.
    

NET ASSET VALUE

For purposes of calculating the net asset value ("NAV") of a 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.

                                       28

<PAGE>


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 a Fund's NAV. If quotations
are not readily available,  or the value has been materially  affected by events
occurring after the closing of a foreign  market,  assets are valued by a method
that the Trustees believe accurately reflects fair value.

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

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

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

                                       29

<PAGE>


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

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

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

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

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

o        Pension plans transferring  assets from a John Hancock variable annuity
         contract to the Fund pursuant to an exemptive  application  approved by
         the Securities and Exchange.

   
o        Existing  full  service  clients  of the Life  Company  who were  group
         annuity  contract  holders as of  September  1, 1994,  and  participant
         directed  retirement plans with at least 100 eligible  employees at the
         inception  of the Fund  account,  may  purchase  Class A shares with no
         initial sales  charge.  However,  if the shares are redeemed  within 12
         months  after the end of the  calendar  year in which the  purchase was
         made, a CDSC will be imposed at the following rate.
    

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

          $1 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). A company's (not an individual's)  qualified retirement plan investments
can be combined to take advantage of this privilege.  Further  information about
combined purchases,  including certain restrictions on combined group purchases,
is available from Signature Services or a Selling Broker's representative.
    

                                       30

<PAGE>


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

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

   
Letter of Intention.  Reduced sales charges are also  applicable to  investments
made  pursuant  to a Letter  of  Intention  (the  "LOI"),  which  should be read
carefully  prior to its  execution by an  investor.  The Fund offers two options
regarding  the  specified  period  for  making  investments  under the LOI.  All
investors have the option of making their investments over a 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
Section 457 plans. An individual's  non-qualified and qualified  retirement plan
investments cannot be combined to satisfy an LOI of 48 month. Such an investment
(including   accumulations  and  combinations  but  not  including  reinvestment
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.
However,  for the purchases actually made within the specified period (either 13
or 48 months)  the sales  charge  applicable  will not be higher than that which
would have applied  (including  accumulations and combinations) had the LOI been
for the amount actually invested.
    

The LOI  authorizes  Signature  Services  to hold in escrow  sufficient  Class A
shares  (approximately  5% of the  aggregate) to make up any difference in sales
charges on the amount intended to be invested and the amount actually  invested,
until such investment is completed  within the specified  period,  at which time
the escrowed Class A shares will be released.  If the total investment specified
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.

                                       31
<PAGE>


DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B and Class C shares which are redeemed
within six years or one year,  respectively,  of  purchase  will be subject to a
CDSC at the rates set forth in the  Prospectus  as a  percentage  of the  dollar
amount  subject to the CDSC.  The charge will be assessed on an amount  equal to
the lesser of the current  market  value or the  original  purchase  cost of the
Class B or Class C shares being  redeemed.  No CDSC will be imposed on increases
in account value above the initial purchase prices, including all shares derived
from reinvestment of dividends or capital gains distributions.

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

The amount of the CDSC, if any, will vary  depending on the number of years from
the  time of  payment  for the  purchase  of Class B  shares  until  the time of
redemption  of such  shares.  Solely for purposes of  determining  the number of
years from the time of any payment for the purchases of both Class B and Class C
shares,  all payments  during a month will be aggregated and deemed to have been
made on the first day of the month.

In determining  whether a CDSC applies to a redemption,  the calculation will be
determined in a manner that results in the lowest  possible rate being  charged.
It will be assumed  that your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  for  Class B or one  year  CDSC
redemption  period  for  Class C, or those you  acquired  through  dividend  and
capital  gain  reinvestment,  and next from the shares you have held the longest
during the six-year period for Class B shares.  For this purpose,  the amount of
any increase in a share's value above its initial purchase price is not regarded
as a share exempt from CDSC. Thus, when a share that has appreciated in value is
redeemed during the CDSC period, a CDSC is assessed only on its initial purchase
price.

When  requesting a redemption for a specific  dollar amount,  please indicate if
you require the proceeds to equal the dollar amount requested. If not indicated,
only the  specified  dollar  amount will be redeemed  from your  account and the
proceeds will be less any applicable CDSC.

Example:

You have  purchased  100  shares at $10 per share.  The  second  year after your
purchase,  your  investment's  net asset value per share has  increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment.  If
you redeem 50 shares at this time your CDSC will be calculated as follows:

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

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

                                       32

<PAGE>


Proceeds  from the CDSC are paid to John Hancock  Funds and are used in whole or
in part by John  Hancock  Funds to defray  its  expenses  related  to  providing
distribution-related  services  to the Fund in  connection  with the sale of the
Class B and  Class C  shares,  such as the  payment  of  compensation  to select
Selling  Brokers for selling Class B and Class C shares.  The combination of the
CDSC and the  Distribution  and service fees facilitates the ability of the Fund
to sell the Class B and Class C shares  without a sales charge being deducted at
the time of the purchase.

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

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

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

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

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

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

*        Redemptions  of Class B (but not Class C) shares  made under a periodic
         withdrawal  plan,  or  redemptions  for fees  charged  by  planners  or
         advisors for advisory  services,  as long as your annual redemptions do
         not exceed 12% of your account value,  including reinvested  dividends,
         at the time you  established  your periodic  withdrawal plan and 12% of
         the value of subsequent  investments (less redemptions) in that account
         at the time you  notify  Signature  Services.  (Please  note  that this
         waiver does not apply to periodic  withdrawal plan redemptions of Class
         A or Class C 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.

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

For Retirement  Accounts (such as traditional,  Roth and Education IRAs,  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 sections
         401(a) (such as Money Purchase Pension Plans and  Profit-Sharing/401(k)
         Plans),  457 and 408 (SEPs and  SIMPLE  IRAs) of the  Internal  Revenue
         Code.

                                       33

<PAGE>


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

   
<TABLE>
<CAPTION>

Please see matrix for some examples.
CDSC Waiver Matrix for Class B and Class C
           <S>                  <C>               <C>              <C>             <C>                <C> 
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-
Distribution            (401 (k),                                            Rollover          retirement
                        MPP, PSP)
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or                Waived            Waived            Waived           Waived            Waived
Disability 
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Over 70 1/2             Waived            Waived            Waived           Waived for        12% of account
                                                                             mandatory         value annually
                                                                             distributions     in periodic
                                                                             or 12% of         payments
                                                                             account value
                                                                             annually in
                                                                             periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Between 59 1/2          Waived            Waived            Waived           Waived for Life   12% of account
and 70 1/2                                                                   Expectancy or     value annually
                                                                             12% of account    in periodic
                                                                             value annually    payments
                                                                             in periodic
                                                                             payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Under 59 1/2              Waived for        Waived for        Waived for       Waived for        12% of account
(Class B only)          annuity           annuity           annuity          annuity           value annually
                        payments (72t)    payments (72t)    payments (72t)   payments (72t)    in periodic
                        or 12% of         or 12% of         or 12% of        or 12% of         payments
                        account value     account value     account value    account value
                        annually in       annually in       annually in      annually in
                        periodic          periodic          periodic         periodic
                        payments.         payments.         payments.        payments.
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Loans                   Waived            Waived            N/A              N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Not Waived        Not Waived        Not Waived       Not Waived        N/A
Plan 
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Hardships               Waived            Waived            Waived           N/A               N/A
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Qualified Domestic      Waived            Waived            Waived           N/A               N/A
Relations Orders
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Termination of          Waived            Waived            Waived           N/A               N/A
Employment Before
Normal Retirement Age
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Return of               Waived            Waived            Waived           Waived            N/A
Excess 
- ----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</TABLE>
    

                                       34

<PAGE>


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

SPECIAL REDEMPTIONS

Although  it  would  not  normally  do so,  the  Fund  has the  right to pay the
redemption  price  of  shares  of the  Fund in  whole  or in  part in  portfolio
securities as prescribed by the Trustees.  When the shareholder  sells portfolio
securities  received in this  fashion,  the  shareholder  will incur a brokerage
charge.  Any such  securities  would be valued for the  purposes  of making such
payment at the same value as used in determining net asset value.  The Fund has,
however,  elected to be governed by Rule 18f-1 under the Investment Company Act.
Under that rule,  the Fund must  redeem its shares for cash except to the extent
that the redemption  payments to any shareholder during any 90- day period would
exceed  the  lesser of  $250,000  or 1% of the  Fund's  net  asset  value at the
beginning of such period.

ADDITIONAL SERVICES AND PROGRAMS

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

Exchanges  between funds with shares that are not subject to a CDSC are based on
their  respective  net asset values.  No sales charge or  transaction  charge is
imposed.  Shares of the Fund which are subject to a CDSC may be  exchanged  into
shares of any of the other John Hancock funds that are subject to a CDSC without
incurring the CDSC; however,  the shares acquired in an exchange will be subject
to the CDSC schedule of the shares acquired if and when such shares are redeemed
(except that shares exchanged into John Hancock 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 which may result in  realization  of gain or loss for
purposes  of  Federal,  state and  local  income  taxes.  The  maintenance  of a
Systematic  Withdrawal Plan  concurrently with purchases of additional shares of
the Fund could be disadvantageous to a shareholder  because of the initial sales
charge  payable  on such  purchases  of Class A shares  and the CDSC  imposed on
redemptions  of Class B and Class C shares and because  redemptions  are taxable
events.  Therefore,  a shareholder should not purchase shares at the same time a
Systematic  Withdrawal Plan is in effect.  The Fund reserves the right to modify
or discontinue  the Systematic  Withdrawal  Plan of any  shareholder on 30 days'
prior written notice to such shareholder,  or to discontinue the availability of
such plan in the future.  The  shareholder may terminate the plan at any time by
giving proper notice to Signature Services.

                                       35

<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 order date of any investment.

Reinstatement or Reinvestment Privilege. If Signature Services is notified prior
to reinvestment, a shareholder who has redeemed Fund shares may, within 120 days
after the date of  redemption,  reinvest  without  payment of a sales charge any
part of the  redemption  proceeds  in  shares  of the same  class of the Fund or
another John Hancock fund, subject to the minimum investment limit of that fund.
The proceeds  from the  redemption  of Class A shares may be  reinvested  at net
asset value  without  paying a sales  charge in Class A shares of the Fund or in
Class A shares of 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 the 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.

                                       36

<PAGE>


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).

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. The Trustees have also
authorized  the issuance of three  classes of shares of the Fund,  designated as
Class A, Class B and Class C.

The shares of each class of the Fund represent an equal  proportionate  interest
in the aggregate net assets  attributable to that class of the Fund.  Holders of
each class of shares have certain exclusive voting rights on matters relating to
their respective  distribution plans. The different classes of the Fund may bear
different  expenses  relating  to  the  cost  of  holding  shareholder  meetings
necessitated by the exclusive voting rights of any class of shares.

Dividends paid by the Fund, if any, with respect to each class of shares will be
calculated in the same manner,  at the same time and on the same day and will be
in the same amount, except for differences resulting from the facts that (i) the
distribution  and  service  fees  relating  to each class  shares  will be borne
exclusively  by that  class  (ii)  Class B and  Class C shares  will pay  higher
distribution and service fees than Class A shares and (iii) each class of shares
will bear any class expenses properly allocable to that class of shares, subject
to  the  conditions  the  Internal  Revenue  Service  imposes  with  respect  to
multiple-class  structures.  Similarly,  the net asset  value per share may vary
depending on the class of shares 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
therefore  limited to  circumstances in which the Fund itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.

                                       37

<PAGE>


The Fund reserves the right to reject any  application  which conflicts with the
Fund's  internal  policies or the  policies of any  regulatory  authority.  John
Hancock Funds does not accept  starter,  credit card or third party checks.  All
checks  returned by the post office as  undeliverable  will be reinvested at net
asset  value in the fund or funds from which a  redemption  was made or dividend
paid. Information provided on the account application may be used by the Fund to
verify the accuracy of the  information or for  background or financial  history
purposes.  A joint account will be administered as a joint tenancy with right of
survivorship,  unless the joint owners notify Signature  Services of a different
intent.  A shareholder's  account is governed by the laws of The Commonwealth of
Massachusetts. For telephone transactions, the transfer agent will take measures
to verify the identity of the caller,  such as asking for name,  account number,
Social Security or other taxpayer ID number and other relevant  information.  If
appropriate  measures are taken,  the transfer agent is not  responsible for any
losses that may occur to any account due to an unauthorized telephone call. Also
for your protection  telephone  transactions are not permitted on accounts whose
names or addresses have changed within the past 30 days. Proceeds from telephone
transactions can only be mailed to the address of record.

Selling activities for the Fund may not take place outside the U.S. exempt with
U.S. military bases, APO addresses and U.S. diplomats. Brokers of record on
Non-U.S. investors' accounts with foreign mailing addresses are required to
certify that all sales activities have occurred, and in the future will occur,
only in the U.S. A Foreign corporation may purchase shares of the Fund only if
it has a U.S. mailing address.

TAX STATUS

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

The Fund will be subject  to a 4%  nondeductible  Federal  excise tax on certain
amounts not distributed (and not treated as having been distributed) on a timely
basis in accordance  with annual  minimum  distribution  requirements.  The Fund
intends under normal  circumstances to seeks to avoid or minimize  liability for
such tax by satisfying such distribution requirements.

Distributions  from the  Fund's  current or  accumulated  earnings  and  profits
("E&P") will be taxable  under the Code for investors who are subject to tax. If
these  distributions  are  paid  from the  Fund's  "investment  company  taxable
income," they will be taxable as ordinary income;  and if they are paid from the
Fund's "net capital gain," they will be taxable as long term capital gain.  (Net
capital  gain is the  excess  (if any) of net  long-term  capital  gain over net
short-term  capital loss, and investment  company  taxable income is all taxable
income and  capital  gains,  other than net capital  gain,  after  reduction  by
deductible  expenses.)  Some  distributions  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.

                                       38

<PAGE>


Distributions,  if any,  in excess of E&P will  constitute  a return of  capital
under the Code, which will first reduce an investor's  federal tax basis in Fund
shares and then, to the extent such basis is exceeded,  will generally give rise
to capital gains.  Shareholders who have chosen automatic  reinvestment of their
distributions  will have a federal tax basis in each share received  pursuant to
such a  reinvestment  equal to the amount of cash they would have  received  had
they  elected  to receive  the  distribution  in cash,  divided by the number of
shares received in the reinvestment.

Foreign  exchange  gains and  losses  realized  by the Fund in  connection  with
certain  transactions  involving foreign  currency-denominated  debt securities,
certain foreign currency options,  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  in  foreign
currencies  that are not directly  related to the Fund's  investment in stock or
securities, possibly including speculative currency positions could under future
Treasury  regulations  produce income not among the types of "qualifying income"
from  which the Fund must  derive  at least  90% of its  gross  income  for each
taxable  year.  If the net foreign  exchange loss for a year treated as ordinary
loss under  Section  988 were to exceed the Fund's  investment  company  taxable
income computed without regard to such loss, the resulting overall ordinary loss
for such year would not be deductible by the Fund or its  shareholders in future
years.

If the Fund invests in stock  (including  an option to acquire  stock such as is
inherent in a convertible bond) of certain foreign  corporations that receive at
least 75% of their annual gross income from passive  sources  (such as interest,
dividends,  certain rents and royalties or capital gain) or hold at least 50% of
their 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. An election  may be
available to ameliorate  these adverse tax  consequences,  but could require the
Fund to recognize taxable income or gain without the concurrent receipt of cash.
These investments could also result in the treatment of associated capital gains
as ordinary income.  The Fund may limit and/or manage its 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 options, futures, foreign currency
positions and foreign currency forward contracts.

Certain of options,  futures,  and forward currency contracts  undertaken by the
Fund 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 foreign  currency
contracts,  as  ordinary  income or loss) and timing of some  capital  gains and
losses realized by the Fund. Additionally, the Fund may be required to recognize
gain, but not loss, if an option,  short sale or other transaction is treated as
a  constructive  sale  of  an  appreciated  financial  position  in  the  Fund's
portfolio. Also, certain of the Fund's losses on transactions involving options,
futures,  or  forward  contracts,   and/or  offsetting  or  successor  portfolio
positions  may be deferred  rather than being taken into  account  currently  in
calculating the Fund's taxable income or gains. Certain of such transactions may
also cause the Fund to dispose of investments  sooner than would  otherwise have
occurred.  These  transactions  may  therefore  affect  the  amount,  timing and
character of the Fund's  distributions to shareholders.  The Fund will take into
account the special tax rules (including  consideration of available  elections)
applicable to options, futures or forward contracts in order to seek to minimize
any potential adverse tax consequences.

                                       39

<PAGE>


The amount of the Fund's net realized  capital gains,  if any, in any given year
will vary depending upon the Adviser's current  investment  strategy and whether
the  Adviser  believes  it to be in the best  interest of the Fund to dispose of
portfolio  securities and/or engage in options,  futures or forward transactions
that will generate capital gains. At the time of an investor's  purchase of Fund
shares,  a portion of the purchase  price is often  attributable  to realized or
unrealized  appreciation in the Fund's portfolio or undistributed taxable income
of the Fund.  Consequently,  subsequent  distributions on those shares from such
appreciation  or income may be taxable  to such  investor  even if the net asset
value of the  investor's  shares is, as a result of the  distributions,  reduced
below the  investor's  cost for such shares,  and the  distributions  in reality
represent a return of a portion of the purchase price.

Upon a redemption  or other  distribution  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  may realize a taxable gain or loss  depending
upon the amount of the proceeds  and the  investor's  basis in his shares.  Such
gain or loss will be treated as capital  gain or loss if the shares are  capital
assets in the  shareholder's  hands. A sales charge paid in purchasing shares of
the Fund cannot be taken into account for purposes of  determining  gain or loss
on the redemption or exchange of such shares within 90 days after their purchase
to the extent  shares of the Fund or another John Hancock fund are  subsequently
acquired  without  payment of a sales  charge  pursuant to the  reinvestment  or
exchange  privilege.  This disregarded  charge will result in an increase in the
shareholder's  tax basis in the shares  subsequently  acquired.  Also,  any loss
realized on a redemption  or exchange may be disallowed to the extent the shares
disposed  of are  replaced  with other  shares of the Fund within a period of 61
days  beginning  30 days before and ending 30 days after the shares are disposed
of, such as pursuant to automatic  dividend  reinvestments.  In such a case, the
basis of the shares  acquired will be adjusted to reflect the  disallowed  loss.
Any loss realized upon the redemption of shares with a tax holding period of six
months or less will be treated as a long-term  capital loss to the extent of any
amounts treated as distributions of long-term  capital gain with respect to such
shares.  Shareholders  should  consult  their own tax advisers  regarding  their
particular  circumstances  to determine  whether a disposition of Fund shares is
properly  treated as a sale for tax  purposes,  as is  assumed in the  foregoing
discussion.

Although its present  intention is to  distribute,  at least  annually,  all net
capital  gain, if any, the Fund reserves the right to retain and reinvest all or
any portion of the excess,  as computed for Federal income tax purposes,  of net
long-term  capital gain over net  short-term  capital loss in any year. The Fund
will not in any event  distribute  net capital gain  realized in any year to the
extent that a capital  loss is carried  forward  from prior years  against  such
gain.  To  the  extent  such  excess  was  retained  and  not  exhausted  by the
carryforward  of prior  years'  capital  losses,  it would be subject to Federal
income tax in the hands of the Fund.  Upon proper  designation of this amount by
the Fund, each  shareholder  would be treated for Federal income tax purposes as
if the Fund had  distributed  to him on the last day of its taxable year his pro
rata share of such excess,  and he had paid his pro rata share of the taxes paid
by the  Fund  and  reinvested  the  remainder  in the  Fund.  Accordingly,  each
shareholder  would (a) include  his pro rata share of such  excess as  long-term
capital  gain 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. The Fund has $1,300,348 of capital loss carryforwards available
to the extent  provided  by  regulations  to offset  net  capital  gains.  These
caryforwards expire October 31, 2006.
    

                                       40

<PAGE>


For purposes of the  dividends-received  deduction  available  to  corporations,
dividends  received by the Fund,  if any,  from U.S.  domestic  corporations  in
respect  of any share of stock  held by the Fund,  for U.S.  Federal  income tax
purposes,  for at least 46 days (91 days in the case of certain preferred stock)
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  requirement
stated above with respect to their Fund shares of the Fund for each  dividend in
order to qualify  for the  deduction  and,  if they have any debt that is deemed
under the Code directly  attributable to such shares, may be denied a portion of
the dividends received deduction. The entire qualifying dividend,  including the
otherwise-deductible amount, will be included in determining alternative minimum
tax liability,  if any.  Additionally,  any corporate shareholder should consult
its tax adviser  regarding the possibility  that its tax basis in its shares may
be  reduced,  for  Federal  income  tax  purposes,  by reason of  "extraordinary
dividends"  received  with  respect to the shares  and, to the extent such basis
would be  reduced  below  zero,  that  current  recognition  of income  would be
required.

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"), paid by the Fund, subject to certain provisions and limitations
contained in the Code,  if the Fund so elects.  If more than 50% of the value of
the Fund's total  assets at the close of any taxable  year  consists of stock or
securities  of  foreign  corporations,  the Fund may file an  election  with the
Internal  Revenue  Service  pursuant to which  shareholders  of the Fund will be
required  to (i)  include  in  ordinary  gross  income (in  addition  to taxable
dividends  and  distributions  actually  received)  their  pro  rata  shares  of
qualified  foreign  taxes paid by the Fund even though not actually  received by
them, and (ii) treat such  respective pro rata portions as foreign taxes paid by
them.

If the Fund makes this  election,  shareholders  may then  deduct  such pro rata
portions of qualified  foreign  taxes in computing  their  taxable  income,  or,
alternatively,   use  them  as  foreign  tax  credits,   subject  to  applicable
limitations,  against their U.S.  Federal income taxes.  Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be able to
deduct  their pro rata  portion  of  qualified  foreign  taxes paid by the Fund,
although  such  shareholders  will be required to include  their  shares of such
taxes in gross  income.  Shareholders  who claim a foreign  tax  credit for such
foreign taxes may be required to treat a portion of dividends  received from the
Fund as a separate  category of income for purposes of computing the limitations
on the foreign tax credit.  Tax-exempt  shareholders will ordinarily not benefit
from  this  election.  Each  year (if any)  that the  Fund  files  the  election
described  above,  its  shareholders  will be notified of the amount of (i) each
shareholder's  pro rata share of  qualified  foreign  taxes paid by the Fund and
(ii) the portion of Fund  dividends  which  represents  income from each foreign
country. If the Fund cannot or does not make this election, the Fund will deduct
the  foreign  taxes it pays in  determining  the  amount  it has  available  for
distribution to shareholders,  and  shareholders  will not include these foreign
taxes in their  income,  nor will  they be  entitled  to any tax  deductions  or
credits with respect to such taxes.

The Fund is required to accrue income on any debt securities that have more than
a de minimis amount of original issue discount (or debt securities acquired at a
market  discount,  if the Fund  elects  to  include  market  discount  in income
currently) prior to the receipt of the corresponding cash payments.  The mark to
market or  constructive  sale  rules  applicable  to certain  options,  futures,
forwards,  short  sales  or other  transactions  may  also  require  the Fund to
recognize  income or gain  without a concurrent  receipt of cash.  Additionally,
some countries  restrict  repatriation which may make it difficult or impossible
for the Fund to obtain  cash  corresponding  to its  earnings or assets in those
countries.  However,  the Fund must distribute to shareholders  for each taxable
year  substantially all of its net income and net capital gains,  including such
income or gain, to qualify as a regulated investment company and avoid liability
for any federal income or excise tax. Therefore, the Fund may have to dispose of
its portfolio securities under  disadvantageous  circumstances to generate cash,
or borrow cash, to satisfy these distribution requirements.

                                       41

<PAGE>


A state  income (and  possibly  local income  and/or  intangible  property)  tax
exemption is generally available to the extent (if any) the Fund's distributions
are derived from interest on (or, in the case of intangible  property taxes, the
value of its assets is  attributable  to) certain U.S.  Government  obligations,
provided in some states that certain thresholds for holdings of such obligations
and/or reporting  requirements are satisfied.  The Fund will not seek to satisfy
any  threshold or reporting  requirements  that may apply in  particular  taxing
jurisdictions,  although the Fund may in its sole  discretion  provide  relevant
information to shareholders.

The Fund will be required to report to the Internal  Revenue Service (the "IRS")
all taxable  distributions to  shareholders,  as well as gross proceeds from the
redemption  or exchange  of Fund  shares,  except in the case of certain  exempt
recipients,  i.e.,  corporations  and certain other investors  distributions  to
which are exempt from the information  reporting  provisions of the Code.  Under
the backup withholding  provisions of Code Section 3406 and applicable  Treasury
regulations,  all such reportable  distributions  and proceeds may be subject to
backup  withholding  of  federal  income  tax at the  rate of 31% in the case of
non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number and certain  certifications  required by the IRS or if the
IRS or a broker  notifies the Fund that the number  furnished by the shareholder
is  incorrect  or that the  shareholder  is subject to backup  withholding  as a
result of failure to report interest or dividend income.  The Fund may refuse to
accept an application that does not contain any required taxpayer identification
number or  certification  that the number  provided  is  correct.  If the backup
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or  reinvested  in shares,  will be reduced by the amounts
required  to be  withheld.  Any  amounts  withheld  may be  credited  against  a
shareholder's U.S. federal income tax liability.  Investors should consult their
tax advisers about the applicability of the backup withholding provisions.

Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement  distributions and certain
prohibited  transactions,  is  accorded  to  accounts  maintained  as  qualified
retirement  plans.  Shareholders  should  consult  their tax  advisers  for more
information.

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

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

                                       42

<PAGE>


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

CALCULATION OF PERFORMANCE

   
The average annual total return on Class A shares of the Fund for the 1 year and
5 year periods  ended October 31, 1998 and since  commencement  of operations on
October 1, 1991 was 8.22%, 18.29% and 19.16%,  respectively.  The average annual
total return on Class B shares of the Fund for the 1 year period  ended  October
31, 1998 and since  commencement  of  operations  on March 7, 1994 was 8.11% and
16.27%,  respectively.  Class C shares of the Fund commenced operations on March
1, 1999; therefore, there is no average annual total return to report.
    

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 


P =            a hypothetical initial investment of $1,000
T =            average annual total return
n =            number of years
ERV =          ending redeemable value of a hypothetical $1,000 investment made
               at the beginning of the 1 year, 5 year and life-of-fund periods.

Because each class has its own sales charge and fee structure,  the classes have
different  performance  results.  In the case of each  class,  this  calculation
assumes the maximum  sales charge is included in the initial  investment  or the
CDSC is applied at the end of the period, respectively. This calculation assumes
that all dividends and  distributions  are  reinvested at net asset value on the
reinvestment dates during the period.  The "distribution  rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during the
period stated by the maximum offering price or net asset value at the end of the
period.  Excluding the Fund's sales charge from the distribution rate produces a
higher rate.

In addition to average  annual total returns,  the Fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Cumulative total returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single  investment,  a series of
investments, and/or a series of redemptions, over any time period. Total returns
may be quoted with or without  taking the Fund's  sales charge on Class A shares
or the CDSC on Class B or Class C shares  into  account.  Excluding  the  Fund's
sales  charge on Class A shares and the CDSC on Class B or Class C shares from a
total return calculation produces a higher total return figure.

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

                                       43

<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,  AND BARRON'S,  may also be
utilized.  The Fund's promotional and sales literature may make reference to the
Fund's  "beta".  Beta is a reflection of the market related risks 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 officers of the Adviser pursuant
to  recommendations  made  by an  investment  committee  of the  Adviser,  which
consists of officers and  directors of the Adviser and officers and Trustees who
are interested persons of the Fund. 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. Government  securities market,  securities are generally traded on a
"net" basis with  dealers  acting as principal  for their own account  without a
stated commission,  although the price of the security usually includes a profit
to the  dealer.  On  occasion,  certain  money  market  instruments  and  agency
securities  may be  purchased  directly  from  the  issuer,  in  which  case  no
commissions  or  premiums  are paid.  In other  countries,  both debt and equity
securities  are traded on exchanges at fixed  commission  rates.  Commissions on
foreign  transactions are generally higher than the negotiated  commission rates
available  in the U.S.  There  is  generally  less  government  supervision  and
regulation of foreign stock exchanges and broker-dealers than in the U.S.

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

   
To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of broker and dealers,  and the  negotiation  of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser extent statistical  assistance  furnished to the Adviser, and their value
and expected  contribution to the performance of the Fund. It is not possible to
place a dollar value on information and services to be received from brokers and
dealers,  since it is only supplementary to the research efforts of the Adviser.
The receipt of research  information is not expected to reduce significantly the
expenses of the Adviser.  The research  information and  statistical  assistance
furnished by brokers and dealers may benefit

                                       44

<PAGE>


the Life Company or other advisory clients of the Adviser, and, conversely,
brokerage commissions and spreads paid by other advisory clients of the Adviser
may result in research information and statistical assistance beneficial to the
Fund. The Fund will make no commitment to allocate portfolio transactions upon
any prescribed basis. While the Adviser's officers will be primarily responsible
for the allocation of the Fund's brokerage business, the policies and practices
of the Adviser in this regard must be consistent with the foregoing and will at
all times be subject to review by the Trustees. For the years ended August 31,
1996, the Fund paid negotiated brokerage commissions in the amount of $77,611.
For the period from September 1, 1996 to October 31, 1996, the Fund paid
negotiated commissions in the amount of $31,063 and for the fiscal years ended
October 31, 1997 and 1998, the Fund paid negotiated commissions of $94,269 and
$172,961, respectively.
    

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker which provides  brokerage and research  services to the Fund
an amount of disclosed  commission  in excess of the  commission  which  another
broker would have  charged for  effecting  that  transaction.  This  practice is
subject  to a good  faith  determination  by the  Trustees  that  such  price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees  may adopt from time to time.  For the fiscal  year ended  October  31,
1998,  the Fund directed  commissions  in the amount of $ 2,678 to compensate to
brokers for research services such as industry, economic and company reviews and
evaluations of securities.

   
The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder  of  Signator  Investors,   Inc.,  a  broker-dealer  ("Signator"  or
"Affiliated  Broker").  Pursuant to  procedures  determined  by the Trustees and
consistent  with the above  policy of obtaining  best net results,  the Fund may
execute  portfolio  transactions  with or through  Affiliated  Brokers.  For the
period  from  September  1, 1996 to October  31,  1996,  and fiscal  years ended
October  31,  1997 and  1998,  the Fund  paid no  brokerage  commissions  to any
Affiliated Broker.
    

Signator  may act as  broker  for the Fund on  exchange  transactions,  subject,
however,  to the general  policy of the Fund set forth above and the  procedures
adopted by the Trustees pursuant to the Investment Company Act. Commissions paid
to an  Affiliated  Broker  must be at least as  favorable  as  those  which  the
Trustees believe to be contemporaneously  charged by other brokers in connection
with comparable  transactions  involving  similar  securities being purchased or
sold. A transaction  would not be placed with an  Affiliated  Broker if the Fund
would have to pay a commission rate less favorable than the Affiliated  Broker's
contemporaneous  charges for comparable transactions for its other most favored,
but unaffiliated,  customers except for accounts for which the Affiliated Broker
acts as clearing  broker for another  brokerage  firm,  and any customers of the
Affiliated  Broker not comparable to the Fund as determined by a majority of the
Trustees who are not interested  persons (as defined in the  Investment  Company
Act) of the Fund,  the Adviser or the  Affiliated  Broker.  Because the Adviser,
which is affiliated with the Affiliated Broker, has, as an investment adviser to
the Fund,  the  obligation  to provide  investment  management  services,  which
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 may also invest in the
same  securities as the Fund. When these clients buy or sell the same securities
at  substantially  the same time, the Adviser may average the transactions as to
price and  allocate the amount of  available  investments  in a manner which the
Adviser  believes to be equitable to each client,  including  the Fund.  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.

                                       45

<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  account,  $21.50
for each Class B  shareholder  account  and $20.50 for each Class C  shareholder
account.  The Fund also pays certain  out-of- pocket expenses and these expenses
are  aggregated and charged to the Fund 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 auditors of the Fund are PricewaterhouseCoopers LLP, 160 Federal
Street,  Boston,  Massachusetts  02110.  PricewaterhouseCoopers  LLP  audits and
renders an opinion on the Fund's  annual  financial  statements  and reviews the
Fund's annual Federal income tax return.


                                       46
<PAGE>

                                                        
APPENDIX A- Description of Investment Risk

MORE ABOUT RISK

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

A fund is permitted to utilize -- within limits  established  by the trustees --
certain other  securities  and  investment  practices that have higher risks and
opportunities  associated  with them. To the extent that the Fund utilizes these
securities  or  practices,  its  overall  performance  may be  affected,  either
positively  or  negatively.  On the  following  pages are brief  definitions  of
certain  associated  risks with them with  examples  of related  securities  and
investment  practices  included in brackets.  See the "Investment  Objective and
Policies" and "Investment Restrictions" sections of this Statement of Additional
Information  for a  description  of this Fund's  investment  policies.  The Fund
follows certain policies that may reduce these risks.

As with any mutual fund, there is no guarantee that the Fund will earn income or
show a positive return over any period of time -- days, months or years.

TYPES OF INVESTMENT RISK

Correlation risk The risk that changes in the value of a hedging instrument will
not match those of the asset being hedged  (hedging is the use of one investment
to offset the  effects of another  investment).  (e.g.,  short  sales,  currency
contracts, financial futures and options; securities and index options).

Credit risk The risk that the issuer of a  security,  or the  counterparty  to a
contract,  will  default  or  otherwise  become  unable  to  honor  a  financial
obligation.  (e.g.,  repurchase  agreements,  securities  lending,  foreign debt
securities,   non-investment-grade  debt  securities,  asset-backed  securities,
mortgage-backed  securities,  participation  interests,  financial  futures  and
options; securities and index options, structured securities).

Currency risk The risk that  fluctuations in the exchange rates between the U.S.
dollar and foreign  currencies  may  negatively  affect an  investment.  Adverse
changes in  exchange  rates may erode or reverse  any gains  produced by foreign
currency  denominated  investments,  and may widen any losses.  (e.g.,  currency
trading,  foreign debt securities,  currency  contracts,  financial  futures and
options; securities and index options).

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.(e.g.,  mortgage-backed  securities,
structured securities).

Information  risk The risk that key  information  about a security  or market is
inaccurate or unavailable.(e.g., non-investment-grade debt securities).

Interest rate risk The risk of market losses attributable to changes in interest
rates. With fixed-rate  securities,  a rise in interest rates typically causes a
fall in values,  while a fall in rates typically  causes a rise in values.(e.g.,
foreign debt  securities,  non-investment-grade  debt  securities,  asset-backed
securities,   mortgage-backed  securities,  participation  interests,  financial
future and options; securities and index options, structured securities).

Leverage risk  Associated  with securities or practices (such as borrowing) that
multiply  small index or market  movements  into large changes in value.  (e.g.,
when-issued  securities and forward commitments,  currency contracts,  financial
futures and options; securities and index options, structured securities).

                                      A-1

<PAGE>


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.   (e.g.,   short  sales,   non-investment-grade   debt  securities,
restricted and illiquid securities,  mortgage-backed  securities,  participation
interests,  currency  contracts,  financial futures and options;  securities and
index options, structured securities).

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.  (e.g.,  short
sales,  short-term  trading,  when-issued  securities  and forward  commitments,
foreign debt securities,  non-investment-grade  debt securities,  restricted and
illiquid  securities,  financial  futures  and  options;  securities  and  index
options, structured securities).

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. (e.g., short sales, when-issued securities and forward commitments,
currency  contracts,   financial  futures  and  options;  securities  and  index
options).

Political  risk The risk of  losses  attributable  to  government  or  political
actions, from changes in tax or trade statutes to governmental collapse and war.
(e.g., foreign debt securities).

Prepayment risk The risk that unanticipated prepayments may occur during periods
of falling  interest rates,  reducing the value of  mortgage-backed  securities.
(e.g., mortgage-backed securities, structured securities).

Valuation  risk The risk that a fund has valued  certain of its  securities at a
higher  price  than it can  sell  them  for.  (e.g.,  non-investment-grade  debt
securities,   restricted  and  illiquid  securities,   participation  interests,
structured securities)


                                      A-2
<PAGE>


                                                       
APPENDIX B-DESCRIPTION OF BOND RATINGS

Moody's Bond Ratings

"Bonds  which are rated 'Aaa' are judged to be of the best  quality.  They carry
the smallest  degree of investment  risk and are generally  referred to as 'gilt
edge.' Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

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

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

"Bonds which are rated 'Baa' are considered as medium grade  obligations,  i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well."

"Bonds  which are rated  'Ba' are  judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good and bad  times  over the  future.  Uncertainty  of  position,
characterizes bonds in this class."

"Bonds  which are rated 'B'  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small."

Where no  rating  has been  assigned  or where a rating  has been  suspended  or
withdrawn,  it may be for reasons unrelated to the quality of the issue.  Should
no  rating  be  assigned,  the  reason  may  be one  of  the  following:  (i) an
application  for rating was not received or  accepted;  (ii) the issue or issuer
belongs to a group of securities that are not rated as a matter of policy; (iii)
there is a lack of essential data pertaining to the issue or issuer; or (iv) the
issue was privately placed, in which case the rating is not published in Moody's
publications.

Suspension or withdrawal may occur if new and material  circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date  data to permit a  judgment  to be  formed;  if a bond is
called for redemption; or for other reasons.


Standard & Poor's Bond Ratings

"AAA.  Debt  rated  'AAA' has the  highest  rating  by  Standard  &  Poor's.
Capacity  to pay  interest  and repay principal is extremely strong."

                                      B-1

<PAGE>


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

"A.  Debt rated 'A' has a strong  capacity  to pay  interest  and repay 
principal  although  it is  somewhat  more susceptible to the adverse effects of
changes in  circumstances  and economic  conditions than debt in higher rated
categories."

"BBB. Debt rated 'BBB' is regarded as having  adequate  capacity to pay interest
and  repay  principal.   Whereas  it  normally  exhibits   adequate   protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories."

"Debt rated "BB" or "B" is regarded,  on balance,  as predominantly  speculative
with  respect to the  issuer's  capacity to pay  interest  and pay  principal in
accordance with the terms of the obligation. "BB" indicates the lowest degree of
speculation  and "CC" the highest  degree of  speculation.  While such debt will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major risk exposures to adverse conditions."

Unrated.  This  indicates  that no  rating  has been  requested,  that  there is
insufficient  information  on which to base a rating,  or that Standard & Poor's
does not rate a particular type of obligation as a matter of policy.

COMMERCIAL PAPER RATINGS

Moody's Commercial Paper Ratings

Moody's  ratings for commercial  paper are opinions of the ability of issuers to
repay  punctually  promissory  obligations  not having an  original  maturity in
excess of nine months.  Moody's two highest  commercial paper rating  categories
are as follows:

"P-1 -- "Prime-1"  indicates the highest quality repayment capacity of the rated
issues.

"P-2 -- "Prime-2"  indicates that the issuer has a strong capacity for repayment
of short-term promissory obligations. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics,  while
still appropriate,  may be more affected by external conditions. Ample alternate
liquidity is maintained."

Standard & Poor's Commercial Paper Ratings

Standard & Poor's  commercial  paper  ratings  are  current  assessments  of the
likelihood  of timely  payment of debts  having an original  maturity of no more
than 365 days.  Standard & Poor's two highest commercial paper rating categories
are as follows:

"A-1 -- This  designation  indicates that the degree of safety  regarding timely
payment is very strong.  Those issues determined to possess  overwhelming safety
characteristics will be denoted with a plus (+) sign designation."

"A-2 -- Capacity for timely payment on issues with this  designation  is strong.
However,  the relative  degree of safety is not as high as for issues designated
A-1."


                                      B-2
<PAGE>



                                                   


FINANCIAL STATEMENTS

The  financial  statements  listed  below are included in the Fund's 1998 Annual
Report  to   Shareholders   for  the  year  ended   October  31,  1998;   (filed
electronically on December 30, 1998, accession number  0001010521-98-000413) and
are included in and  incorporated  by reference into Part B of the  Registration
Statement for John Hancock Global Health  Sciences Fund (file nos.  811-4932 and
33-10722).

John Hancock World Fund
  John Hancock Global Health Sciences Fund

  Statement of Assets and  Liabilities  as of October 31,  1998.
  Statement of Operations for the year ended October 31, 1998.
  Statement of Changes in Net  Asset for the two  years in the  period  ended
  October 31, 1998. 
  Financial Highlights for each of the 5 years in the period ended 
  October 31, 1998.
  Notes to Financial Statements.
  Schedule of Investments as of October 31, 1998.
  Report of Independent Auditors.






                                      F-1
<PAGE>


                                      
                             JOHN HANCOCK WORLD FUND

                                     PART C.


OTHER INFORMATION

Item. 23.  Exhibits:

The exhibits to this Registration Statement are listed in the Exhibit Index
hereto and are incorporated herein by reference.

Item 24.   Persons Controlled by or under Common Control with Registrant.

No person is directly or indirectly controlled by or under common control with
Registrant.

Item. 25.  Indemnification.

Indemnification provisions relating to the Registrant's Trustees, officers,
employees and agents is set forth in Article VII of the Registrant's By Laws
included as Exhibit 2 herein.

Under Section 12 of the Distribution Agreement,  John Hancock Funds, Inc. ("John
Hancock  Funds")  has  agreed to  indemnify  the  Registrant  and its  Trustees,
officers and controlling  persons against claims arising out of certain acts and
statements of John Hancock Funds.

Section 9(a) of the By-Laws of John Hancock Mutual Life Insurance  Company ("the
Insurance  Company")  provides,  in effect,  that the  Insurance  Company  will,
subject to  limitations  of law,  indemnify  each  present and former  director,
officer and employee of the Insurance Company who serves as a Trustee or officer
of the Registrant at the direction or request of the Insurance  Company  against
litigation  expenses and liabilities  incurred while acting as such, except that
such indemnification does not cover any expense or liability incurred or imposed
in  connection  with  any  matter  as to which  such  person  shall  be  finally
adjudicated  not to have acted in good faith in the  reasonable  belief that his
action was in the best interests of the Insurance Company. In addition,  no such
person  will be  indemnified  by the  Insurance  Company in respect of any final
adjudication  unless  such  settlement  shall have been  approved as in the best
interests of the Insurance Company either by vote of the Board of Directors at a
meeting  composed of directors who have no interest in the outcome of such vote,
or by vote of the policyholders. The Insurance Company may pay expenses incurred
in  defending an action or claim in advance of its final  disposition,  but only
upon receipt of an undertaking  by the person  indemnified to repay such payment
if he should be determined not to be entitled to indemnification.

Article IX of the respective By-Laws of John Hancock Funds and John Hancock
Advisers, Inc. ("the Adviser")
provide as follows:

<PAGE>

"Section  9.01.  Indemnity.  Any person made or threatened to be made a party to
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason  of the fact  that he is or was at any time  since the
inception  of the  Corporation  a  director,  officer,  employee or agent of the
Corporation  or is or was at any time  since the  inception  of the  Corporation
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  shall be indemnified by the Corporation against expenses (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and the  liability  was not  incurred  by reason of gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office, and expenses in connection therewith may be advanced by the Corporation,
all to the full extent authorized by the law."

"Section 9.02. Not Exclusive; Survival of Rights: The indemnification provided
by Section 9.01 shall not be deemed exclusive of any other right to which those
indemnified may be entitled, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person."

Insofar as indemnification for liabilities under the Securities Act of 1933 (the
"Act") may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the Registrant's Declaration of Trust and By-Laws of John
Hancock Funds, the Adviser, or the Insurance Company or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

Item 26.  Business and Other Connections of Investment Advisers.

For  information  as to the  business,  profession,  vocation or employment of a
substantial  nature  of each  of the  officers  and  Directors  of the  Adviser,
reference is made to Form ADV (801-8124) filed under the Investment Advisers Act
of 1940, which is incorporated herein by reference.

Item 27.  Principal Underwriters.

(a) John Hancock Funds acts as principal underwriter for the Registrant and also
serves as principal  underwriter  or distributor of shares for John Hancock Cash
Reserve,  Inc.,  John Hancock Bond Trust,  John Hancock Current  Interest,  John
Hancock Series Trust, John Hancock Tax-Free Bond Trust, John Hancock  California
Tax-Free Income Fund, John Hancock Capital Series, John Hancock Special Equities
Fund, John Hancock  Sovereign Bond Fund, John Hancock  Tax-Exempt  Series,  John
Hancock  Strategic  Series,  John Hancock  World Fund,  John Hancock  Investment
Trust, John Hancock Institutional Series Trust, John Hancock Investment Trust II
and John Hancock Investment Trust III.

(b) The  following  table lists,  for each  director and officer of John Hancock
Funds, the information indicated.



<PAGE>
<TABLE>
<CAPTION>

  Name and Principal                    Positions and Offices                Positions and Offices
   Business Address                       with Underwriter                      with Registrant
   ----------------                       ----------------                      ---------------
        <S>                                     <C>                                   <C>                                    
Edward J. Boudreau, Jr.            Director, Chairman, President and      Trustee, Chairman, and Chief
101 Huntington Avenue                   Chief Executive Officer                Executive Officer
Boston, Massachusetts

Anne C. Hodsdon                    Director, Executive Vice President              President
101 Huntington Avenue
Boston, Massachusetts

Robert H. Watts                         Director, Executive Vice                      None
John Hancock Place                   President and Chief Compliance
P.O. Box 111                                    Officer
Boston, Massachusetts

Osbert M. Hood                        Senior Vice President, Chief              Senior Vice President
101 Huntington Avenue                    Financial Officer and              and Chief Financial Officer
Boston, Massachusetts                          Treasurer

David A. King                                   Director                              None
380 Stuart Street
Boston, Massachusetts

Richard O. Hansen                        Senior Vice President                        None
101 Huntington Avenue
Boston, Massachusetts

John A. Morin                         Vice President and Secretary               Vice President
101 Huntington Avenue
Boston, Massachusetts
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

  Name and Principal                    Positions and Offices                Positions and Offices
   Business Address                       with Underwriter                      with Registrant
   ----------------                       ----------------                      ---------------
        <S>                                     <C>                                   <C>       
Susan S. Newton                              Vice President             Vice President and Secretary
101 Huntington Avenue
Boston, Massachusetts

Stephen L. Brown                               Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Thomas E. Moloney                              Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Jeanne M. Livermore                            Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Richard S. Scipione                            Director                            Trustee
John Hancock Place
P.O. Box 111
Boston, Massachusetts

John M. DeCiccio                               Director                             None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

  Name and Principal                    Positions and Offices                Positions and Offices
   Business Address                       with Underwriter                      with Registrant
   ----------------                       ----------------                      ---------------
        <S>                                     <C>                                   <C>       
Foster L. Aborn                                Director                              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

David D'Alessandro                             Director                              None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

William C. Fletcher                            Director                              None
53 State Street
Boston, Massachusetts

James V. Bowhers                               President                             None
101 Huntington Avenue
Boston, Massachusetts

Anthony P. Petrucci                    Executive Vice President                      None
101 Huntington Avenue
Boston, Massachusetts

Kathleen M. Graveline                    Senior Vice President                       None
P.O. Box 111
Boston, Massachusetts

Charles H. Womack                        Senior Vice President                       None
6501 Americas Parkway
Suite 950
Albuquerque, New Mexico

Keith F. Hartstein                       Senior Vice President                       None
101 Huntington Avenue
Boston, Massachusetts

Peter Mawn                               Senior Vice President                       None
101 Huntington Avenue
Boston, Massachusetts

J. William Bennintende                      Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Renee M. Humphrey                           Vice President                           None
101 Huntington Avenue
Boston, Massacusett
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

  Name and Principal                    Positions and Offices                Positions and Offices
   Business Address                       with Underwriter                      with Registrant
   ----------------                       ----------------                      ---------------
        <S>                                     <C>                                   <C>       
Karen F. Walsh                              Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Gary Cronin                                 Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Kristine Pancare                            Vice President                           None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>

      (c)      None.

Item 28.       Location of Accounts and Records.

         The  Registrant  maintains the records  required to be maintained by it
         under Rules 31a-1 (a),  31a-a(b),  and  31a-2(a)  under the  Investment
         Company  Act  of  1940  at  its  principal  executive  offices  at  101
         Huntington Avenue,  Boston Massachusetts  02199-7603.  Certain records,
         including  records  relating  to  Registrant's   shareholders  and  the
         physical  possession of its securities,  may be maintained  pursuant to
         Rule  31a-3 at the main  office  of  Registrant's  Transfer  Agent  and
         Custodian.

Item 29.  Management Services.

          Not applicable.

Item 30.  Undertakings.

          Not applicable


<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston, and The Commonwealth of Massachusetts on the
25th day of February, 1999.

                                                  JOHN HANCOCK WORLD FUND

                                           By:___________*_______________
                                           Edward J. Boudreau, Jr.
                                           Chairman and Chief  Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

        Signature                                     Title                             Date
        ---------                                     -----                             ----
           <S>                                         <C>                              <C>  

             *                              Chairman and Chief Executive           February 25, 1999               
- ------------------------------------        Officer (Principal Executive Officer)                            
Edward J. Boudreau, Jr.                                                                                 
                                                                                                            
/s/James J. Stokowski                       Vice President, Treasurer and                              
__________________                          Chief Accounting Officer                
James J. Stokowski                                        
                                                           
_________*__________                        Trustee                                                        
Dennis S. Aronowitz                                                                                     
                          
_________*_____________                     Trustee                                                        
Richard P. Chapman, Jr.                                                                                 
                                                                                                            
_________*_____________                     Trustee                                                        
William J. Cosgrove                                                                                     
                                                                                                            
_________*_____________                     Trustee                                                        
Douglas M. Costle                                                                                       
                                                                                                            
_________*_____________                     Trustee                                                        
Leland O. Erdahl                            
</TABLE>
                                                 

<PAGE>




_______*_________                           Trustee
Richard A. Farrell

_______*_________                           Trustee
Gail D. Fosler

________*_______________                    Trustee
William F. Glavin

________*_______________                    Trustee
Anne C. Hodsdon

________*_______________                    Trustee
John A. Moore

________*_______________                    Trustee
Patti McGill Peterson

_________*______________                    Trustee
Richard S. Scipione


By:      /s/Susan S. Newton                                   February 25, 1999
         ------------------
         Susan S. Newton,
         Attorney-in-Fact, under
         Powers of Attorney dated
         May 21, 1996 and June 27, 1996.




<PAGE>

                             John Hancock World Fund

                               (File no. 33-10722)

                                INDEX TO EXHIBITS


99.(a)   Articles of Incorporation.  Amended and Restated Declaration of Trust
         dated February 8, 1994.*

99.(a).1 Establishment  and  Designation  of Class A shares,  Class B Shares and
         Class C Shares of  Beneficial  Interest of John Hancock  Pacific  Basin
         Equities Fund and Class A Shares and Class B Shares for Shares for John
         Hancock Global Rx Fund dated February 8, 1994*

99.(a).2 Establishment and Designation of Class A Shares and Class B Shares of
         Beneficial Interest of John Hancock Global Retail Fund dated September
         27, 1994.*

99.(a).3 Instrument Changing Names of Series of Shares of the Trust dated
         September 27, 1994.*

99.(a).4 Written Consent of Sole  Shareholder dted September 28, 1994* 

99.(a).5 Abolition of Class C Shares of  Beneficial  Interest of John Hancock
         Pacific Basin Equities Fund dated May 1, 1995.*

99.(a).6 Instrument  Changing  Names of Series  of  Shares  of the Trust  dated
         December 11, 1995.*

99.(a).7 Instrument  Amending  number of Trustees and appointing  individual to
         fill a vacancy dated May 21, 1996.*** 

99.(a).8 Establishment and Designation of Class A Shares and Class B Shares of
         Beneficial Interest of John Hancock European Equity Fund dated December
         2, 1997*****

99.(a).9 Abolition of John Hancock Global Marketplace Fund, Class A and Class B
         Shares dated September 9, 1997.******

99.(a).10 Instrument Changing Names of Series of Shares of the Trust dated 
         October 1, 1998******

99.(a).11 Amendment of Section 5.11 and Establishment and Designation of Class C
         Shares of Beneficial Interest of European Equity Fund, Global Health
         Sciences Fund, and Pacific Basin Equities Fund dated December 8, 1998.+

99.(b)   By-Laws.  Amended and Restated By-Laws dated December 3, 1996.****

99.(c)   Instruments Defining Rights of Securities Holders.  See exhibits 99.(a)
         and 99.(b).

99.(d)   Investment Advisory Contracts.  Investment Advisory Agreement between 
         John Hancock Pacific Basin Equities Fund and John Hancock Advisers,
         Inc. dated May 5, 1987*

99.(d).1 Sub-Investment  Management  Contract  between  Pacific  Basin  and JHA
         International  Limited  dated May 5,  1987* 

99.(d).2 Amendment  to Investment Management  Contract dated December 19, 1989.*

99.(d).3 Investment  Management Contract  between John Hancock  Global Rx fund 
         and John Hancock  Advisers, Inc. dated June 24, 1991.*

99.(d).4 Sub-Investment Management Contract between John Hancock Pacific Basin
         Equities Fund and John Hancock Advisers, Inc. and Indosuez Asia 
         Advisers, Limited dated July 18, 1996.***

99.(d).5 Investment Management contract between John Hancock European Equity 
         Fund and John Hancock Advisers, Inc. dated March 1. 1998.******

99.(d).6 Sub-Investment Management contract between John Hancock European Equity
         Fund and Indocam International Investment Services dated 
         March 1, 1998.******

99.(e)   Underwriting Contracts.  Distribution Agreement between John Hancock
         Funds, Inc. (formerly named John Hancock Broker Distribution Services,
         Inc. and the Registrant dated August 1, 1991.*

99.(e).1 Amendment to Distribution Agreement between John Hancock Global Rx and
         John Hancock Funds, Inc. dated October 1, 1991.*

<PAGE>


99.(e).2 Amendment to Distribution Agreement between John Hancock European 
         Equity and John Hancock Funds, Inc. dated March 1, 1998.******

99.(e).3 Form of Soliciting Dealer Agreement between John Hancock Funds, Inc. 
         and Selected Dealers.******

99.(e).4 Form of Financial Institution Sales and Service Agreement between John 
         Hancock Funds, Inc. and the John Hancock funds.*

99.(f)   Bonus or Profit Sharing Contracts.  Not Applicable.

99.(g)   Custodian Agreements.  Master Custodian Agreement between John Hancock
         Mutual Funds and State Street Bank and Trust Company dated June 15,
         1994.*

99.(g).1 Amendement to Custodian Agreement between John Hancock Mutual Funds and
         State Street Bank and Trust Company dated September 15, 1995.*

99.(g).2 Amendment to Master Custodian Agreement between John Hancock Mutual
         Funds and State Street Bank and Trust Company dated 
         March 1, 1998.******

99.(h)   Other Material Contracts.  Amended and Restated Master Transfer Agency
         and Service Agreement between John Hancock funds and John Hancock 
         Signature Services, Inc. dated June 1, 1998.******

99.(h).1 Accounting and Legal Services Agreement between John Hancock Advisers,
         Inc. and Registrant as of January 1, 1996.**

99.(I)   Legal Opinion.  Not Applicable.

99.(j)   Other Opinions.  Auditors Consent.+

99.(k)   Omitted Financial Statements.  Not Applicable.

99.(l)   Initial Capital Agreements.  Not Applicable.

99.(m)   Rule 12b-1  Plans.  Class A  Distribution  Plan  between  John  Hancock
         Pacific Basin  Equities Fund,  John Hancock Global Health  Sciences and
         John Hancock Funds, Inc. dated January 3, 1994.**

99.(m).1 Class B Distribution  Plan between John Hancock  Pacific Basin Equities
         Fund, John Hancock Global Health Sciences and John Hancock Funds,  Inc.
         dated March 4, 1994.*

99.(m).2 Class A and B Distribution Plan between John Hancock European Equity
         Fund and John Hancock Funds, Inc. dated March 1, 1998.******

99.(n)   Financial Data Schedule.+

         Pacific Basin Class A
         Pacific Basin Class B
         European Equity Class A
         European Equity Class B
         Global Health Sciences Class A
         Global health Sciences Class B
      
99.(o)   Rule 18f-3  Plan.  John  Hancock  Funds Class A, Class B and Class C
         amended and restated  Multiple  Class Plan  pursuant  to Rule 18f-3 for
         Registrant dated May 1, 1998.+

*        Previously filed electronically with Registration Statement and/o
         post-effective amendment no. 18 file nos. 811-4932 and 33-10722 on
         December 26, 1995, accession number 0000950135-95-002745.

**       Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 19 file nos. 811-4932 and 33-10722 on 
         July 1, 1996, accession number 0001010521-96-000117.

***      Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 20 file nos. 811-4932 and 33-10722 on
         December 23, 1996, accession number 0001010521-96-000228.

****     Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 21 file nos. 811-4932 and 33-10722 on
         February 27, 1997, accession number 0001010521-97-000226.

*****    Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 23 file nos. 811-4932 and 33-10722 on
         February 26, 1998, accession number 0001010521-98-000199.

******   Previously filed electronically with Registration Statement and/or 
         post-effective amendment no. 24 file nos. 811-4932 and 33-10722 on
         December 21, 1998, accession number 0001010521-98-000401.

+        Filed herewith



                             JOHN HANCOCK WORLD FUND

                        John Hancock European Equity Fund
                    John Hancock Global Health Sciences Fund
                    John Hancock Pacific Basin Equities Fund


                          Amendment of Section 5.11 and
                 Establishment and Designation of Class C Shares
                            of Beneficial Interest of
                       John Hancock European Equity Fund,
                  John Hancock Global Health Sciences Fund, and
                    John Hancock Pacific Basin Equities Fund,
                    each a Series of John Hancock World Fund


                            Amendment of Section 5.11
                            -------------------------

         The undersigned, being a majority of the Trustees of John Hancock World
Fund, a Massachusetts  business trust (the "Trust"),  acting pursuant to Section
8.3 of the Amended and Restated  Declaration of Trust dated February 8, 1994, as
amended from time to time,  do hereby amend  Section  5.11,  effective  March 1,
1999, as follows:

         1.       Section 5.11 (a) shall be deleted and replaced with the 
                  following:

                  Without  limiting  the  authority of the Trustees set forth in
                  Section 5.1 to establish and  designate any further  Series or
                  Classes,  the Trustees hereby establish the following  Series,
                  each of which consists of Class A Shares,  Class B Shares, and
                  Class C  Shares:  John  Hancock  European  Equity  Fund,  John
                  Hancock Global Health  Sciences Fund, and John Hancock Pacific
                  Basin Equities Fund, (the "Existing Series").


                 Establishment and Designation of Class C Shares
                 -----------------------------------------------

         The undersigned, being a majority of the Trustees of John Hancock World
Fund, a Massachusetts business trust (the "Trust"),  acting pursuant to Sections
5.1 and 5.11 of the Amended and Restated  Declaration of Trust dated February 8,
1994,  as amended  from time to time (the  "Declaration  of  Trust"),  do hereby
establish and designate an additional  class of shares of John Hancock  European
Equity Fund,  John Hancock Global Health Sciences Fund, and John Hancock Pacific
Basin Equities Fund (the "Funds"), effective March 1, 1999, as follows:

      1. The additional class of Shares of the Funds  established and designated
         hereby is "Class C Shares".


<PAGE>


      2. Class C Shares  shall be entitled to all of the rights and  preferences
         accorded to Shares under the Declaration of Trust.

      3. The purchase price of Class C Shares, the method of determining the net
         asset  value of Class C Shares,  and the  relative  dividend  rights of
         holders of Class C Shares shall be  established  by the Trustees of the
         Trust in accordance with the provisions of the Declaration of Trust and
         shall be as set forth in the  Prospectus  and  Statement of  Additional
         Information  of  the  Funds   included  in  the  Trust's   Registration
         Statement,  as amended from time to time,  under the  Securities Act of
         1933, as amended and/or the Investment Company Act of 1940, as amended.

         The  Declaration of Trust is hereby amended to the extent  necessary to
reflect the  amendment of Section 5.11 and the  establishment  of an  additional
class of Shares, effective March 1, 1999.

         Capitalized  terms not otherwise defined herein shall have the meanings
set forth in the Declaration of Trust.

         IN WITNESS  WHEREOF,  the undersigned  have executed this instrument on
the 8th day of December 1998.



/s/Dennis S. Aronowitz                                  /s/William F. Glavin
- ----------------------                                  --------------------
Dennis S. Aronowitz                                     William F. Glavin

/s/Edward J. Boudreau, Jr.                              /s/Anne C. Hodsdon
- --------------------------                              ------------------
Edward J. Boudreau, Jr.                                 Anne C. Hodsdon

/s/Richard P. Chapman, Jr.                              /s/John A. Moore
- --------------------------                              ----------------
Richard P. Chapman, Jr.                                 John A. Moore

/s/William J. Cosgrove                                  /s/Patti McGill Peterson
- ----------------------                                  ------------------------
William J. Cosgrove                                     Patti McGill Peterson

/s/Douglas M. Costle                                    /s/John W. Pratt
- --------------------                                    ----------------
Douglas M. Costle                                       John W. Pratt

/s/Leland O. Erdahl                                     /s/Richard S. Scipione
- -------------------                                     ----------------------
Leland O. Erdahl                                        Richard S. Scipione

/s/Richard A. Farrell                                   
- ---------------------                                   ------------------------
Richard A. Farrell                                      Edward J. Spellman

- ------------------------
Gail D. Fosler


<PAGE>


         The Declaration of Trust, a copy of which, together with all amendments
thereto,  is on file in the office of the Secretary of State of The Commonwealth
of Massachusetts,  provides that no Trustee,  officer,  employee or agent of the
Trust  or  any  Series  thereof  shall  be  subject  to any  personal  liability
whatsoever  to any  Person,  other  than to the  Trust or its  shareholders,  in
connection  with Trust  Property  or the  affairs  of the Trust,  save only that
arising  from bad faith,  willful  misfeasance,  gross  negligence  or  reckless
disregard of his/her  duties with  respect to such Person;  and all such Persons
shall look solely to the Trust Property, or to the Trust Property of one or more
specific  Series of the  Trust if the  claim  arises  from the  conduct  of such
Trustee,  officer,  employee  or agent  with  respect to only such  Series,  for
satisfaction  of claims of any nature arising in connection  with the affairs of
the Trust.



COMMONWEALTH OF MASSACHUSETTS  )
                               )ss
COUNTY OF SUFFOLK              )

         Then personally appeared the above-named Dennis S. Aronowitz, Edward J.
Boudreau, Jr., Richard P. Chapman, Jr., William J. Cosgrove, Douglas M. Costle,
Leland O. Erdahl, Richard A. Farrell, William F. Glavin, Anne C. Hodsdon, John
A. Moore, Patti McGill Peterson, John W. Pratt, and Richard S. Scipione, who
acknowledged the foregoing instrument to be his or her free act and deed, before
me, this 8th day of December, 1998.


                                          /s/ Ann Marie White
                                          -------------------
                                          Notary Public

                                          My Commission Expires: 10/20/00


s:\dectrust\amendmts\world\establishclassc.doc



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statements of Additional Information
constituting parts of this Post -Effective Amendment No. 25 to the registration
statement on Form N-1A (the "Registration Statement") of our reports dated
December 11, 1998, relating to the financial statements and financial highlights
appearing in the October 31, 1998 Annual Reports to Shareholder of the John
Hancock Global Health Sciences Fund, John Hancock Pacific Basin Equities Fund
and the John Hancock European Equity Fund, which appear in such Statements of
Additional Information, and to the incorporation by reference of our reports
into the Prospectus which constitutes part of this Registration Statement. We
also consent to the references to us under the headings "Independent Auditors"
in such Statements of Additional Information and to the references to us under
the headings "Financial Highlights" in such Prospectus.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 23, 1999




consent 4


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 021
   <NAME> JOHN HANCOCK PACIFIC BASIN EQUITIES FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                       24,623,096
<INVESTMENTS-AT-VALUE>                      26,245,981
<RECEIVABLES>                                4,352,635
<ASSETS-OTHER>                                 454,152
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              31,052,768
<PAYABLE-FOR-SECURITIES>                       358,894
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    2,810,808
<TOTAL-LIABILITIES>                          3,169,702
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    39,800,623
<SHARES-COMMON-STOCK>                        1,679,774
<SHARES-COMMON-PRIOR>                        1,815,005
<ACCUMULATED-NII-CURRENT>                    (241,167)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                   (13,306,157)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,629,767
<NET-ASSETS>                                27,883,066
<DIVIDEND-INCOME>                              625,086
<INTEREST-INCOME>                              172,719
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 825,814
<NET-INVESTMENT-INCOME>                       (28,009)
<REALIZED-GAINS-CURRENT>                  (14,494,802)
<APPREC-INCREASE-CURRENT>                    6,619,151
<NET-CHANGE-FROM-OPS>                      (7,903,660)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      6,871,046
<NUMBER-OF-SHARES-REDEEMED>                (7,006,277)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (10,546,170)
<ACCUMULATED-NII-PRIOR>                        (2,740)
<ACCUMULATED-GAINS-PRIOR>                    (471,148)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          237,268
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                825,814
<AVERAGE-NET-ASSETS>                        16,125,421
<PER-SHARE-NAV-BEGIN>                            11.63
<PER-SHARE-NII>                                   0.02
<PER-SHARE-GAIN-APPREC>                         (2.89)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.76
<EXPENSE-RATIO>                                   2.46
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 022
   <NAME> JOHN HANCOCK PACIFIC BASIN EQUITIES FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                       24,623,096
<INVESTMENTS-AT-VALUE>                      26,245,981
<RECEIVABLES>                                4,352,635
<ASSETS-OTHER>                                 454,152
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              31,052,768
<PAYABLE-FOR-SECURITIES>                       358,894
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    2,810,808
<TOTAL-LIABILITIES>                          3,169,702
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    39,800,623
<SHARES-COMMON-STOCK>                        1,554,116
<SHARES-COMMON-PRIOR>                        1,529,548
<ACCUMULATED-NII-CURRENT>                    (241,167)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                   (13,306,157)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,629,767
<NET-ASSETS>                                27,883,066
<DIVIDEND-INCOME>                              625,086
<INTEREST-INCOME>                              172,719
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 825,814
<NET-INVESTMENT-INCOME>                       (28,009)
<REALIZED-GAINS-CURRENT>                  (14,494,802)
<APPREC-INCREASE-CURRENT>                    6,619,151
<NET-CHANGE-FROM-OPS>                      (7,903,660)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,024,172
<NUMBER-OF-SHARES-REDEEMED>                (1,999,604)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (10,546,170)
<ACCUMULATED-NII-PRIOR>                        (2,740)
<ACCUMULATED-GAINS-PRIOR>                    (471,148)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          237,268
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                825,814
<AVERAGE-NET-ASSETS>                        13,533,048
<PER-SHARE-NAV-BEGIN>                            11.32
<PER-SHARE-NII>                                 (0.04)
<PER-SHARE-GAIN-APPREC>                         (2.81)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.47
<EXPENSE-RATIO>                                   3.16
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 051
   <NAME> JOHN HANCOCK EUROPEAN EQUITY FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   7-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             MAR-01-1998
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                       28,372,553
<INVESTMENTS-AT-VALUE>                      27,292,250
<RECEIVABLES>                                  580,392
<ASSETS-OTHER>                                 825,527
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              28,698,169
<PAYABLE-FOR-SECURITIES>                       627,591
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       76,284
<TOTAL-LIABILITIES>                            703,875
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    30,583,821
<SHARES-COMMON-STOCK>                        1,206,660
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                     (39,219)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (1,468,286)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                   (1,082,022)
<NET-ASSETS>                                27,994,294
<DIVIDEND-INCOME>                              124,146
<INTEREST-INCOME>                               51,514
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 221,732
<NET-INVESTMENT-INCOME>                       (46,072)
<REALIZED-GAINS-CURRENT>                   (1,556,583)
<APPREC-INCREASE-CURRENT>                  (1,082,022)
<NET-CHANGE-FROM-OPS>                      (2,684,677)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,635,681
<NUMBER-OF-SHARES-REDEEMED>                  (429,021)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      27,994,294
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           88,920
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                361,208
<AVERAGE-NET-ASSETS>                         7,566,433
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.01
<PER-SHARE-GAIN-APPREC>                           0.06
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.07
<EXPENSE-RATIO>                                   1.90
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 052
   <NAME> JOHN HANCOCK EUROPEAN EQUITY FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   7-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             MAR-01-1998
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                       28,372,553
<INVESTMENTS-AT-VALUE>                      27,292,250
<RECEIVABLES>                                  580,392
<ASSETS-OTHER>                                 825,527
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              28,698,169
<PAYABLE-FOR-SECURITIES>                       627,591
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       76,284
<TOTAL-LIABILITIES>                            703,875
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    30,583,821
<SHARES-COMMON-STOCK>                        1,578,411
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                     (39,219)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (1,468,286)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                   (1,082,022)
<NET-ASSETS>                                27,994,294
<DIVIDEND-INCOME>                              124,146
<INTEREST-INCOME>                               51,514
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 221,732
<NET-INVESTMENT-INCOME>                       (46,072)
<REALIZED-GAINS-CURRENT>                   (1,556,583)
<APPREC-INCREASE-CURRENT>                  (1,082,022)
<NET-CHANGE-FROM-OPS>                      (2,684,677)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,817,977
<NUMBER-OF-SHARES-REDEEMED>                  (239,566)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      27,994,294
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           88,920
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                361,208
<AVERAGE-NET-ASSETS>                        11,628,661
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.01
<PER-SHARE-GAIN-APPREC>                           0.06
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   2.60
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 031
   <NAME> JOHN HANCOCK GLOBAL HEALTH SCIENCES FUND - CLASS A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                      197,412,366
<INVESTMENTS-AT-VALUE>                     244,161,291
<RECEIVABLES>                                  680,043
<ASSETS-OTHER>                                  13,977
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             244,855,311
<PAYABLE-FOR-SECURITIES>                     2,829,326
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   34,216,994
<TOTAL-LIABILITIES>                         37,046,320
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   162,451,474
<SHARES-COMMON-STOCK>                        2,476,448
<SHARES-COMMON-PRIOR>                        1,756,097
<ACCUMULATED-NII-CURRENT>                      (1,897)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (1,389,731)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    46,749,145
<NET-ASSETS>                               207,808,991
<DIVIDEND-INCOME>                              865,853
<INTEREST-INCOME>                              525,384
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               3,090,044
<NET-INVESTMENT-INCOME>                    (1,698,807)
<REALIZED-GAINS-CURRENT>                   (1,389,101)
<APPREC-INCREASE-CURRENT>                   16,823,770
<NET-CHANGE-FROM-OPS>                       13,735,862
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                     (891,908)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,619,964
<NUMBER-OF-SHARES-REDEEMED>                  (926,858)
<SHARES-REINVESTED>                             27,245
<NET-CHANGE-IN-ASSETS>                     101,251,070
<ACCUMULATED-NII-PRIOR>                        (1,585)
<ACCUMULATED-GAINS-PRIOR>                    1,839,369
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,238,608
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              3,090,044
<AVERAGE-NET-ASSETS>                        68,843,322
<PER-SHARE-NAV-BEGIN>                            30.25
<PER-SHARE-NII>                                 (0.23)
<PER-SHARE-GAIN-APPREC>                           4.38
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                       (0.51)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              33.89
<EXPENSE-RATIO>                                   1.61
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 032
   <NAME> JOHN HANCOCK GLOBAL HEALTH SCIENCES FUND - CLASS B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-START>                             NOV-01-1997
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                      197,412,366
<INVESTMENTS-AT-VALUE>                     244,161,291
<RECEIVABLES>                                  680,043
<ASSETS-OTHER>                                  13,977
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             244,855,311
<PAYABLE-FOR-SECURITIES>                     2,829,326
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   34,216,994
<TOTAL-LIABILITIES>                         37,046,320
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   162,451,474
<SHARES-COMMON-STOCK>                        3,789,756
<SHARES-COMMON-PRIOR>                        1,817,725
<ACCUMULATED-NII-CURRENT>                      (1,897)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (1,389,731)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    46,749,145
<NET-ASSETS>                               207,808,991
<DIVIDEND-INCOME>                              865,853
<INTEREST-INCOME>                              525,384
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               3,090,044
<NET-INVESTMENT-INCOME>                    (1,698,807)
<REALIZED-GAINS-CURRENT>                   (1,389,101)
<APPREC-INCREASE-CURRENT>                   16,823,770
<NET-CHANGE-FROM-OPS>                       13,735,862
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                     (951,137)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,488,498
<NUMBER-OF-SHARES-REDEEMED>                  (543,276)
<SHARES-REINVESTED>                             26,809
<NET-CHANGE-IN-ASSETS>                     101,251,070
<ACCUMULATED-NII-PRIOR>                        (1,585)
<ACCUMULATED-GAINS-PRIOR>                    1,839,369
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,238,608
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              3,090,044
<AVERAGE-NET-ASSETS>                        85,982,648
<PER-SHARE-NAV-BEGIN>                            29.40
<PER-SHARE-NII>                                 (0.45)
<PER-SHARE-GAIN-APPREC>                           4.25
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                       (0.51)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              32.69
<EXPENSE-RATIO>                                   2.31
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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