HANCOCK JOHN WORLD FUND
485APOS, 2000-12-13
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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. 28          (X)
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940        (X)
                                Amendment No. 28                 (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
( ) on (date) pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
(X) on March 1, 2001 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
                                                                    Sector Funds

                                                                      Prospectus


                                                                   March 1, 2001


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

SECPN 3/01                                             Financial Industries Fund
Draft 12/4/00                                               Health Sciences Fund
                                                                Real Estate Fund
                                                              Regional Bank Fund
                                                                 Technology Fund

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

                                                        [LOGO] John Hancock(R)
                                                      --------------------------
                                                          JOHN HANCOCK FUNDS
<PAGE>

Contents
--------------------------------------------------------------------------------

A fund-by-fund summary          Financial Industries Fund                      4
of goals, strategies, risks,
performance and expenses.       Health Sciences Fund                           6

                                Real Estate Fund                               8

                                Regional Bank Fund                            10

                                Technology Fund                               12

Policies and instructions for   Your account
opening, maintaining and
closing an account in any       Choosing a share class                        14
sector fund.                    How sales charges are calculated              14
                                Sales charge reductions and waivers           15
                                Opening an account                            16
                                Buying shares                                 17
                                Selling shares                                18
                                Transaction policies                          20
                                Dividends and account policies                20
                                Additional investor services                  21

Further information on the      Fund details
sector funds.
                                Business structure                            22
                                Financial highlights                          23

                                For more information                  back cover

<PAGE>

Overview
--------------------------------------------------------------------------------

FUND INFORMATION KEY

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

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

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

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

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

JOHN HANCOCK SECTOR FUNDS

These funds seek long-term growth by investing primarily in stocks of a single
sector or group of industries. 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     want to target a particular sector or group of industries

o     have longer time horizons

o     want to further diversify their portfolios

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

o     are investing for retirement or other goals that are many years in the
      future

Sector 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

RISKS OF MUTUAL FUNDS

Mutual funds are not bank deposits and are not insured or guaranteed by the
Federal Deposit Insurance Corporation 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 sector funds are managed by John Hancock Advisers, Inc. Founded
in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock
Financial Services, Inc. and manages more than $30 billion in assets.


                                                                               3
<PAGE>

Financial Industries Fund

GOAL AND STRATEGY


[Clip Art] The fund seeks capital appreciation. To pursue this goal, the fund
normally invests at least 65% of assets in stocks of U.S. and foreign financial
services companies of any size. These companies include banks, thrifts, finance
companies, brokerage and advisory firms, real estate-related firms, insurance
companies and financial holding companies.


In managing the portfolio, the managers focus primarily on stock selection
rather than industry allocation.

In choosing individual stocks, the managers use fundamental financial analysis
to identify securities that appear comparatively undervalued. Given the
industry-wide trend toward consolidation, the managers also invest in companies
that appear to be positioned for a merger. The managers generally gather
firsthand information about companies from interviews and company visits.

The fund may invest in U.S. and foreign bonds, including up to 5% of net assets
in junk bonds (those rated below BBB/Baa and their unrated equivalents). It may
also invest up to 15% of assets in investment-grade short-term securities.

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

In abnormal market conditions, the fund may temporarily invest up to 80% of
assets in investment-grade short-term securities. In these and other cases, the
fund might not achieve its goal.

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


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

PORTFOLIO MANAGERS

James K. Schmidt, CFA
---------------------------------------
Executive vice president of adviser
Joined fund team in 1996
Joined adviser in 1985
Began business career in 1979

Thomas M. Finucane
---------------------------------------
Vice president of adviser
Joined fund team in 1996
Joined adviser in 1990
Began business career in 1990

Thomas C. Goggins
---------------------------------------
Senior vice president of adviser
Joined fund team in 1998
Joined adviser in 1995
Began business career in 1981

PAST PERFORMANCE

[Clip Art] 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. 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
--------------------------------------------------------------------------------
                                                   1997    1998    1999    2000
                                                  37.76%   4.86%  -1.07%

Best quarter: Q4 '98, 17.07%
Worst quarter: Q3 '98, -20.12%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------
                                               Life of    Life of      Life of
                                   1 year      Class A    Class B      Class C
Class A - began 3/14/96            -6.02%      18.47%     --           --
Class B - began 1/14/97            -6.55%      --         10.58%       --
Class C - began 3/1/99                         --         --
Index                              21.03%      26.33%     26.47%

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


4
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements. The fund's management strategy has a significant influence on
fund performance. Because the fund focuses on a single sector of the economy,
its performance depends in large part on the performance of that sector. As a
result, the value of your investment may fluctuate more widely than it would in
a fund that is diversified across sectors.

For instance, when interest rates fall or economic conditions deteriorate, the
stocks of banks and financial services companies could suffer losses. Also,
rising interest rates can reduce profits by narrowing the difference between
these companies' borrowing and lending rates.

Stocks of financial services companies as a group could fall out of favor with
the market, causing the fund to underperform funds that focus on other types of
stocks. In addition, if the managers' stock selection strategy does not perform
as expected, the fund could underperform its peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

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. This risk is
      greater for longer maturity bonds. Junk bond prices can fall on bad news
      about the economy, an industry or a company.

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


YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.

--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      5.00%        1.00%

--------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
Management fee                               0.76%        0.76%        0.76%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.34%        0.34%        0.34%
Total fund operating expenses                1.40%        2.10%        2.10%

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                         $635         $921         $1,228       $2,096
Class B - with redemption       $713         $958         $1,329       $2,252
        - without redemption    $213         $658         $1,129       $2,252
Class C - with redemption       $410         $751         $1,218       $2,507
        - without redemption    $311         $751         $1,218       $2,507


(1)   A $4.00 fee will be charged for wire redemptions.

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

FUND CODES

Class A
---------------------------------------
Ticker            FIDAX
CUSIP             409905502
Newspaper         FinIndA
SEC number        811-3999
JH fund number    70

Class B
---------------------------------------
Ticker            FIDBX
CUSIP             409905601
Newspaper         FinIndB
SEC number        811-3999
JH fund number    170


Class C
---------------------------------------
Ticker            FIDCX
CUSIP             409905874
Newspaper         FinIndC
SEC number        811-3999
JH fund number    570



                                                                               5
<PAGE>

Health Sciences Fund

GOAL AND STRATEGY


[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund normally invests at least 65% of assets in stocks of U.S. and foreign
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 individual companies.


In managing the portfolio, the manager studies economic trends to allocate
assets among the following major categories:

o     pharmaceuticals and biotechnology

o     medical devices and analytical equipment

o     health-care services

The manager also uses broad economic analysis to identify promising industries
within these categories.

The management team then 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.

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

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

PORTFOLIO MANAGER

Linda I. Miller, CFA
---------------------------------------
Vice president of adviser
Joined fund team in 1995
Joined adviser in 1995
Began business career in 1980



PAST PERFORMANCE

[Clip Art] 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. 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    1999    2000
        18.36%    1.20%   8.85%  39.88%   6.50%   29.73%  19.49%  -0.64%

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

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------
                                                Life of    Life of      Life of
                         1 year     5 year      Class A    Class B      Class C
Class A - began 10/1/91  -5.60%     16.86%      17.59%     --           --
Class B - began 3/7/94   -6.26%     16.99%      --         14.62%       --
Class C - began 3/1/99              --          --         --
Index                    21.03%     28.54%      20.21%     24.27%

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



6
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
Because the fund focuses on a single sector of the economy, its performance
depends in large part on the performance of that sector. As a result, the value
of your investment may fluctuate more widely than it would in a fund that is
diversified across sectors.

Stocks of health-care companies as a group could fall out of favor with the
market, causing the fund to underperform funds that focus on other types of
stocks. In addition, if the managers' industry allocation or security selection
strategies do not perform as expected, the fund could underperform its peers or
lose money.

To the extent that the fund makes investments with additional risks, these 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     Certain derivatives could produce disproportionate losses.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by
shareholders indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      5.00%        1.00%

--------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
Management fee                               0.76%        0.76%        0.76%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.45%        0.45%        0.45%
Total fund operating expenses                1.51%        2.21%        2.21%

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                         $646         $953         $1,283       $2,211
Class B - with redemption       $724         $991         $1,385       $2,367
        - without redemption    $224         $691         $1,185       $2,367
Class C - with redemption       $421         $784         $1,273       $2,619
        - without redemption    $322         $784         $1,273       $2,619


(1)   A $4.00 fee will be charged for wire redemptions.

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

FUND CODES

Class A
---------------------------------------
Ticker            JHGRX
CUSIP             410233308
Newspaper         HthSciA
SEC number        811-4932
JH fund number    28

Class B
---------------------------------------
Ticker            JHRBX
CUSIP             410233704
Newspaper         HthSciB
SEC number        811-4932
JH fund number    128

Class C
---------------------------------------
Ticker            JHRCX
CUSIP             410233852
Newspaper         --
SEC number        811-4932
JH fund number    528


                                                                               7
<PAGE>

Real Estate Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. Income is a secondary
goal. To pursue these goals, the fund invests at least 65% of assets in
securities of real estate companies of any size. These include U.S. and foreign
companies in the businesses of owning, managing or marketing real estate;
companies in related industries, such as financing or construction; and
companies in other businesses that have at least half their assets in real
estate holdings.

The fund generally focuses on real estate investment trusts (REITs), which hold
real estate and mortgages. The fund invests in companies that are considered
fundamentally undervalued due to changing economic conditions, regional economic
factors or industry consolidation.

The fund may invest up to 20% of assets in junk bonds rated as low as BB and
their unrated equivalents, and up to 15% of assets in foreign securities. The
fund may invest up to 35% of assets in securities of issuers that are not
considered real estate companies.

At different times, the fund may emphasize different types of securities or
issuers, depending on its outlook for interest rates, real estate prices and
other factors.

The fund may use certain derivatives (investments whose value is based on
indices, securities or currencies), especially in managing its exposure to
interest rate risk. However, it does not intend to use them extensively.

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.

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

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


PORTFOLIO MANAGERS

James K. Schmidt, CFA
---------------------------------------
Executive vice president of adviser
Joined fund team in 1998
Joined adviser in 1985
Began business career in 1979

James J. McKelvey
---------------------------------------
Second vice president of adviser
Joined fund team in 1998
Joined adviser in 1997
Senior analyst at Sun Life of Canada (1995-1997)
Began business career in 1986

Thomas M. Finucane
---------------------------------------
Vice president of adviser
Joined fund team in 1998
Joined adviser in 1990
Began business career in 1990

Thomas C. Goggins
---------------------------------------
Senior vice president of adviser
Joined fund team in 1998
Joined adviser in 1995
Began business career in 1981

PAST PERFORMANCE

[Clip Art] The graph shows the fund's total return, 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. 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 year
--------------------------------------------------------------------------------
                                                                   1999    2000
                                                                   2.38%

Best quarter: Q2 '99, 11.57%
Worst quarter: Q3 '99, -8.57%


--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------
                                                                       Life of
                                                          1 year       Class A
Class A - began 9/30/98                                   -2.71%       -1.84%
Class B - began 3/1/00                                    --           --
Class C - began 3/1/00                                    --           --
Index 1                                                   21.03%       30.31%
Index 2                                                   -4.55%       -5.74%

Index 1: Standard & Poor's 500 Stock Index, an unmanaged index of 500 stocks.

Index 2: Morgan Stanley REIT Index, an unmanaged index consisting of the most
actively traded real estate investment trusts.


8
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to
movements in real estate markets. Because the fund focuses on a single sector of
the economy, its performance depends in large part on the performance of that
sector.

The value of your investment may fluctuate more widely than it would in a fund
that is diversified across sectors. Securities of smaller companies are more
volatile than those of larger companies.

Because they are securities, REIT shares can fall in value when securities
markets fall or when there is an economic downturn. There is also the risk that
a REIT's value could fall if it is mismanaged, faces high tenant default risk or
is in danger of failing to meet certain IRS standards.

If the managers' securities selection strategies do not perform as expected, the
fund could underperform its peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

o     Any bonds held by the fund could be downgraded in credit quality or go
      into default. In addition, bond prices generally fall when interest rates
      rise; this risk is greater for longer maturity bonds.

o     If interest rate movements cause the fund's mortgage-backed and callable
      securities to be paid off substantially earlier or later than expected,
      the fund's share price or yield could fall.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by
shareholders indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      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                               7.79%        7.79%        7.79%
Total fund operating expenses                8.89%        8.89%        8.89%
Expense reimbursement (at least
until 2/28/01)                               7.24%        7.24%        7.24%
Net annual operating expenses                1.65%        2.35%        2.35%

The hypothetical example below shows what your expenses would be after the
expense reimbursement (first year only) 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                                 $659       $2,338    $3,888    $7,266
Class B - with redemption               $738       $2,418    $4,029    $7,374
        - without redemption            $238       $2,118    $3,829    $7,374
Class C - with redemption               $435       $2,196    $3,890    $7,490
        - without redemption            $336       $2,196    $3,890    $7,490


(1)   A $4.00 fee will be charged for wire redemptions.

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

FUND CODES

Class A
---------------------------------------
Ticker            --
CUSIP             478032832
Newspaper         --
SEC number        811-3392
JH fund number    05

Class B
---------------------------------------
Ticker            --
CUSIP             478032824
Newspaper         --
SEC number        811-3392
JH fund number    105

Class C
---------------------------------------
Ticker            --
CUSIP             478032816
Newspaper         --
SEC number        811-3392
JH fund number    505


                                                                               9
<PAGE>

Regional Bank Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation with moderate income as
a secondary objective. To pursue this goal, the fund normally invests at least
65% of assets in stocks of regional banks and lending companies, including
commercial and industrial banks, savings and loan associations and bank holding
companies. Typically, these companies provide full-service banking, have
primarily domestic assets and are based outside of money centers such as New
York City and Chicago.

In managing the portfolio, the managers focus primarily on stock selection.

In choosing individual stocks, the managers use fundamental financial analysis
to identify securities that appear comparatively undervalued. The managers look
for low price/earnings (P/E) ratios, high-quality assets and sound loan review
processes. Given the industry-wide trend toward consolidation, the managers also
invest in companies that appear to be positioned for a merger. The fund's
portfolio may be concentrated in geographic regions where consolidation activity
is high. The managers generally gather firsthand information about companies
from interviews and company visits.

The fund may also invest in other U.S. and foreign financial services companies,
such as lending companies and money center banks. The fund may invest up to 5%
of net assets in stocks of companies outside the financial services sector and
up to 5% of net assets in junk bonds (those rated below BBB/Baa and their
unrated equivalents).

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

In abnormal market conditions, the fund may temporarily invest up to 80% of
assets in investment-grade short-term securities. In these and other cases, the
fund might not achieve its goal.

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

PORTFOLIO MANAGERS

James K. Schmidt, CFA
---------------------------------------
Executive vice president of adviser
Joined fund team in 1985
Joined adviser in 1985
Began business career in 1979

Thomas M. Finucane
---------------------------------------
Vice president of adviser
Joined fund team in 1990
Joined adviser in 1990
Began business career in 1990

Thomas C. Goggins
---------------------------------------
Senior vice president of adviser
Joined fund team in 1998
Joined adviser in 1995
Began business career in 1981

PAST PERFORMANCE

[Clip Art] 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. 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     1999    2000
63.78%  47.37%   20.51%  -0.20%  47.56%  28.43%   52.83%   0.73%  -16.37%

Best quarter: Q1 '91, 19.45% Worst quarter: Q3 '90, -20.91%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------
                                                           Life of    Life of
                           1 year     5 year    10 year    Class A    Class C
Class A - began 1/3/92     -20.06%    19.10%    --         20.05%     --
Class B                    -20.12%    19.33%    18.85%     --         --
Class C - began 3/1/99                --        --         --
Index                      21.03%     28.54%    18.19%     19.69%

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



10
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements. The fund's management strategy has a significant influence on
fund performance. Because the fund focuses on a single sector of the economy,
its performance depends in large part on the performance of that sector.

For instance, when interest rates fall or economic conditions deteriorate,
regional bank stocks could suffer losses. Also, rising interest rates can reduce
profits by narrowing the difference between these companies' borrowing and
lending rates.

A decline in a region's economy could hurt the banks in that region. Regional
bank 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. In addition, if the
managers' security selection strategies do not perform as expected, the fund
could underperform its peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

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. This risk is
      greater for longer maturity bonds. 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 distributions.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      5.00%        1.00%

--------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
Management fee                               0.76%        0.76%        0.76%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.31%        0.31%        0.31%
Total fund operating expenses                1.37%        2.07%        2.07%

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                         $633         $912         $1,212       $2,064
Class B - with redemption       $710         $949         $1,314       $2,221
        - without redemption    $210         $649         $1,114       $2,221
Class C - with redemption       $407         $742         $1,202       $2,476
        - without redemption    $308         $742         $1,202       $2,476


(1)   A $4.00 fee will be charged for wire redemptions.

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

FUND CODES

Class A
---------------------------------------
Ticker            FRBAX
CUSIP             409905106
Newspaper         RgBkA
SEC number        811-3999
JH fund number    01

Class B
---------------------------------------
Ticker            FRBFX
CUSIP             409905205
Newspaper         RgBkB
SEC number        811-3999
JH fund number    101

Class C
---------------------------------------
Ticker            FRBCX
CUSIP             409905866
Newspaper         RgBkC
SEC number        811-3999
JH fund number    501


                                                                              11
<PAGE>

Technology Fund

GOAL AND STRATEGY


[Clip Art] 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 companies that
rely extensively on technology in their product development or operations. These
companies are in fields such as: computer software, hardware and Internet
services; telecommunications; electronics; and data management and storage.


In managing the portfolio, the managers focus primarily on stock selection
rather than industry allocation. The managers invest in 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 focuses on companies that
are undergoing a business change that appears to signal accelerated growth or
higher earnings.

The fund may invest up to 10% of net 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
are not publicly offered or traded, 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.

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

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


SUBADVISER

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

PORTFOLIO MANAGERS

Barry J. Gordon
---------------------------------------
President of subadviser
Joined fund team in 1983
Began business career in 1971

Marc H. Klee, CFA
---------------------------------------
Executive vice president of subadviser
Joined fund team in 1983
Began business career in 1977

Alan J. Loewenstein, CFA
---------------------------------------
Senior vice president of subadviser
Joined fund team in 1983
Began business career in 1979


PAST PERFORMANCE

[Clip Art] 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. 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
--------------------------------------------------------------------------------
 1991   1992    1993    1994    1995    1996    1997    1998    1999    2000
33.05%  5.70%  32.06%   9.62%  46.53%  12.52%   6.68%  49.15%  132.39%

Best quarter: Q4 '99, 60.48%
Worst quarter: Q3 '90, -27.13%

--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------
                                                           Life of    Life of
                         1 year      5 year     10 year    Class B    Class C
Class A                  120.79%     42.09%     25.44%     --         --
Class B - began 1/3/94   125.77%     42.45%     --         36.54%     --
Class C - began 3/1/99               --         --         --
Index                    21.03%      28.54%     18.19%     23.55%

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



12
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.


The fund's management strategy has a significant influence on fund performance.
Because the fund focuses on a single sector of the economy, its performance
depends in large part on the performance of that sector. As a result, the value
of your investment may fluctuate more widely than it would in a fund that is
diversified across sectors.


Technology companies may face special risks, such as short product cycles that
are difficult to predict. Some technology companies are smaller companies that
may have limited product lines and financial and managerial resources, making
them vulnerable to isolated business setbacks.

Stocks of technology companies as a group could fall out of favor with the
market, causing the fund to underperform funds that focus on other types of
stocks. In addition, if the managers' security selection strategies do not
perform as expected, the fund could underperform its peers or lose money.

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

o     Certain derivatives could produce disproportionate losses.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

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. This risk is
      greater for longer maturity bonds. Junk bond prices can fall on bad news
      about the economy, an industry or a company.


o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.


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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      5.00%        1.00%

--------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
Management fee                               0.72%        0.72%        0.72%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               0.26%        0.26%        0.26%
Total fund operating expenses                1.28%        1.98%        1.98%

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                         $624         $886         $1,167       $1,968
Class B - with redemption       $701         $921         $1,268       $2,126
        - without redemption    $201         $621         $1,068       $2,126
Class C - with redemption       $398         $715         $1,157       $2,383
        - without redemption    $299         $715         $1,157       $2,383


(1)   A $4.00 fee will be charged for wire redemptions.

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

FUND CODES

Class A
---------------------------------------
Ticker            NTTFX
CUSIP             478032303
Newspaper         TechA
SEC number        811-3392
JH fund number    83

Class B
---------------------------------------
Ticker            FGTBX
CUSIP             478032402
Newspaper         TechB
SEC number        811-3392
JH fund number    183

Class C
---------------------------------------
Ticker            JHTCX
CUSIP             478032600
Newspaper         TechC
SEC number        811-3392
JH fund number    583


                                                                              13
<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, distribution and service of its shares. Your
financial representative can help you decide which share class is best for you.

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

o     A front-end sales charge, 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 eight years, thus reducing
      future annual expenses.

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

o     A front-end sales charge, as described at right.

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, they may cost shareholders more
than other types of sales charges.

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.

Your broker receives a percentage of these sales charges and fees. In addition,
John Hancock Funds may pay significant compensation out of its own resources to
your broker.

Your broker or agent may charge you a fee to effect transactions in fund shares.

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


Class A and Class C Sales charges are as follows:


--------------------------------------------------------------------------------
Class A sales charges
--------------------------------------------------------------------------------
                           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


--------------------------------------------------------------------------------
Class C sales charges
--------------------------------------------------------------------------------
                           As a % of       As a % of your
Your investment            offering price  investment
Up to $1,000,000           1.00%           1.01%
$1,000,000 and over        none

Investments of $1 million or more Class A and Class C shares are available with
no front-end sales charge. However, there is a contingent deferred sales charge
(CDSC) on any Class A shares sold within one year of purchase, as follows:


--------------------------------------------------------------------------------
CDSC on $1 million+ investments
--------------------------------------------------------------------------------
                                           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 first 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.


14 YOUR ACCOUNT
<PAGE>


Class B Shares are offered at their net asset value per share, without any
initial sales charge.

Class B and Class C A CDSC may be charged if you sell Class B or Class C shares
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 shares
Years after purchase                    being sold
1st year                                5.00%
2nd year                                4.00%
3rd  year or 4th year                   3.00%
5th year                                2.00%
6th year                                1.00%
After 6th year                          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 or 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

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 15
<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     participants in certain retirement plans with at least 100 eligible
      employees (one-year CDSC applies)

Class C shares may be offered without front-end sales charges to various
individuals and institutions, including certain retirement plans.

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 have 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. You must notify
      your financial representative or Signature Services if this information
      changes. For more details, 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.


16 YOUR ACCOUNT
<PAGE>
--------------------------------------------------------------------------------
Buying shares
--------------------------------------------------------------------------------
            Opening an account                Adding to an account

By check

[Clip Art]  o Make out a check for the        o Make out a check for the
              investment amount, payable to     investment amount payable 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 account
              financial representative, or      statement. If no slip is
              mail them to Signature            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

[Clip Art]  o Call your financial             o Log on to www.jhfunds.com to
              representative or Signature       process exchanges between funds.
              Services to request an
              exchange.                       o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch tone phone at
                                                1-800-338-8080.

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

By wire

[Clip Art]  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 the
              Services.                       name(s) in which the account is
                                              registered. Your bank may charge a
            o Instruct your bank to wire the  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 Internet

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

                                              o Complete the "Bank Information"
                                                section on your account
                                                application.

                                              o Log on to www.jhfunds.com to
                                                initiate purchases using your
                                                authorized bank account.

By phone

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

                                              o Complete the "Bank Information"
                                                section on your account
                                                application.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch tone phone at
                                                1-800-338-8080.

                                              o Call your financial
                                                representative or Signature
                                                Services between 8 A.M. and 4
                                                P.M. Eastern Time on most
                                                business days.

--------------------------------------------------------------------------------
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 17
<PAGE>

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

By letter

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

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

                                              o Mail the materials to Signature
                                                Services.

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

By Internet

[Clip Art]  o Most accounts.                  o Log on to www.jhfunds.com to
                                                initiate redemptions from your
            o Sales of up to $100,000.          funds.

By phone

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

                                              o 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)

[Clip Art]  o Requests by letter to sell any  o To verify that the Internet or
              amount.                           telephone redemption privilege
                                                is in place on an account, or to
            o Requests by Internet or phone     request the form to add it to an
              to sell up to $100,000.           existing account, call Signature
                                                Services.

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

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

By exchange

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

                                              o Log on to www.jhfunds.com to
                                                process exchanges between your
                                                funds.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch tone phone at
                                                1-800-338-8080.

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

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


18 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, unless they were previously provided to Signature Services and are
still accurate. These items are 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
--------------------------------------------------------------------------------
                                                                      [Clip Art]

Owners of individual, joint or UGMA/UTMA      o Letter of instruction.
accounts (custodial accounts for minors).
                                              o On the letter, the signatures 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, sole proprietorship,     o Letter of instruction.
general partner or association accounts.
                                              o Corporate business/organization
                                                resolution, certified within the
                                                past 12 months, or a John
                                                Hancock Funds business/
                                                organization certification form.

                                              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 Copy of the trust document
                                                certified within the past 12
                                                months, or a John Hancock Funds
                                                trust certification form.

                                              o Signature guarantee if
                                                applicable (see above).

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

                                              o Copy of death certificate.

                                              o Signature guarantee if
                                                applicable (see above).

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

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

                                              o Signature guarantee if
                                                applicable (see above).

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


                                                                 YOUR ACCOUNT 19
<PAGE>

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

Valuation of shares The net asset value (NAV) per share 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 funds 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. Foreign stock or other portfolio
securities held by the funds may trade on U.S. holidays and weekends, even
though the funds' shares will not be priced on those days. This may change a
fund's NAV on days when you cannot buy or sell shares.

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, accessing www.jhfunds.com, 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
redemption 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. However, if the new fund's CDSC rate is higher, then the rate will
increase. 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 who, 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 The funds no longer issue share certificates. Shares are
electronically recorded. Any existing certificated shares can only be sold by
returning the certificated shares 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 The funds generally distribute most or all of their net earnings
annually in the form of dividends. Regional Bank Fund and Real Estate Fund
typically pay income dividends quarterly. Any capital gains are distributed
annually.

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


20 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.


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

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

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



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

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

o     Complete the appropriate parts of your account application.

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

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

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

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

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

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

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

Retirement plans John Hancock Funds offers a range of retirement plans,
including traditional, 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 21
<PAGE>

Fund details

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

The diagram below shows the basic business structure used by the John Hancock
sector 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 Financial Industries, Health Sciences and Real Estate 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 sector funds last fiscal year are as follows:

--------------------------------------------------------------------------------
Fund                                      % of net assets
--------------------------------------------------------------------------------
Financial Industries                      0.76%
Health Sciences                           0.78%
Real Estate                               0.00%
Regional Bank                             0.75%
Technology                                0.76%

   [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

                      ------------------------------------
                                   Subadviser

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

                          Provides portfolio management
                               to Technology fund.
                      ------------------------------------

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

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

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

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

                          Brown Brothers Harriman & Co.

                           Investors Bank & Trust Co.

                          State Street Bank & Trust Co.

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

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

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


22 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.

Financial Industries Fund

Figures audited by ___________________________.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                         10/96(1)       10/97      10/98       10/99    10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>        <C>         <C>       <C>
Per share operating performance
Net asset value, beginning of period                                            $8.50         $11.03     $14.26      $14.80
Net investment income (loss)(2)                                                  0.02           0.14       0.15        0.10
Net realized and unrealized gain (loss) on investments and foreign
currency transactions                                                            2.51           3.77       0.52(3)     1.18
Total from investment operations                                                 2.53           3.91       0.67        1.28
Less distributions:
  Dividends from net investment income                                             --          (0.03)     (0.11)      (0.14)
  Distributions in excess of net investment income                                 --             --         --       (0.02)
  Distributions from net realized gain on investments sold                         --          (0.65)     (0.02)         --
  Total distributions                                                              --          (0.68)     (0.13)      (0.16)
Net asset value, end of period                                                 $11.03         $14.26     $14.80      $15.92
Total investment return at net asset value(4) (%)                               29.76(5)       37.19       4.66        8.69
Total adjusted investment return at net asset value(4, 6) (%)                   26.04(5)       36.92         --          --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                      895        416,698    861,582     659,031
Ratio of expenses to average net assets (%)                                      1.20(7)        1.20       1.37        1.39
Ratio of adjusted expenses to average net assets(8) (%)                          7.07(7)        1.47         --          --
Ratio of net investment income (loss) to average net assets (%)                  0.37(7)        1.10       0.92        0.62
Ratio of adjusted net investment income (loss) to average net assets(8) (%)     (5.50)(7)       0.83         --          --
Portfolio turnover rate (%)                                                        31              6         30          40
Fee reduction per share(2) ($)                                                   0.38           0.03         --          --

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                            10/97(1)       10/98         10/99       10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>            <C>           <C>            <C>
Per share operating performance
Net asset value, beginning of period                                              $11.43         $14.18        $14.70
Net investment income (loss)(2)                                                     0.04           0.03         (0.01)
Net realized and unrealized gain (loss) on investments and foreign
currency transactions                                                               2.71           0.54(3)       1.17
Total from investment operations                                                    2.75           0.57          1.16
Less distributions:
  Dividends from net investment income                                                --          (0.03)        (0.04)
  Distributions in excess of net investment income                                    --             --         (0.01)
  Distributions from net realized gain on investments sold                            --          (0.02)           --
  Total distributions                                                                 --          (0.05)        (0.05)
Net asset value, end of period                                                    $14.18         $14.70        $15.81
Total investment return at net asset value(4) (%)                                  24.06(5)        3.95          7.93
Total adjusted investment return at net asset value(4, 6) (%)                      23.85(5)          --            --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                   1,308,946      2,603,021     2,163,265
Ratio of expenses to average net assets (%)                                         1.90(7)        2.07          2.07
Ratio of adjusted expenses to average net assets(8) (%)                             2.17(7)          --            --
Ratio of net investment income (loss) to average net assets (%)                     0.40(7)        0.22         (0.07)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)         0.13(7)          --            --
Portfolio turnover rate (%)                                                            6             30            40
Fee reduction per share(2) ($)                                                      0.03             --            --
</TABLE>


                                                                 FUND DETAILS 23
<PAGE>

Financial Industries Fund continued

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                                        10/99(1)       10/00
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>             <C>
Per share operating performance
Net asset value, beginning of period                                                          $15.60
Net investment income (loss)(2)                                                                 0.00(9)
Net realized and unrealized gain (loss) on investments and foreign currency transactions        0.21
Total from investment operations                                                                0.21
Net asset value, end of period                                                                $15.81
Total investment return at net asset value(4) (%)                                               1.35(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                   5,401
Ratio of expenses to average net assets (%)                                                     2.06(7)
Ratio of net investment income (loss) to average net assets (%)                                (0.14)(7)
Portfolio turnover rate (%)                                                                       40
</TABLE>

(1)   Class A, Class B and Class C shares began operations on March 14, 1996,
      January 14, 1997 and March 1, 1999, respectively.
(2)   Based on the average of the shares outstanding at the end of each month.
(3)   Amount shown for a share outstanding does not correspond with aggregate
      net gain (loss) on investments for the period ended October 31, 1998, 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)   An estimated total return calculation that does not take into
      consideration fee reductions by the adviser during the periods shown.
(7)   Annualized.
(8)   Unreimbursed, without fee reduction.
(9)   Less than $0.01 per share.


24 FUND DETAILS
<PAGE>

Health Sciences Fund

Figures audited by ____________________________.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                         8/96       10/96(1)     10/97         10/98         10/99      10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>          <C>           <C>           <C>         <C>
Per share operating performance
Net asset value, beginning of period                          $21.61      $25.43       $25.11        $30.25        $33.89
Net investment income (loss)(2)                                (0.19)      (0.05)       (0.19)        (0.23)        (0.18)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                   4.15       (0.27)        6.56          4.38          0.57
Total from investment operations                                3.96       (0.32)        6.37          4.15          0.39
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                                $25.43      $25.11       $30.25        $33.89        $34.28
Total investment return at net asset value(3) (%)              18.39       (1.26)(4)    26.63         13.91          1.15
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                  42,405      42,618       53,122        83,928        92,766
Ratio of expenses to average net assets (%)                     1.80        1.92(5)      1.68          1.61          1.60
Ratio of net investment income (loss) to average
net assets (%)                                                 (0.75)      (1.04)(5)    (0.71)        (0.71)        (0.52)
Portfolio turnover rate (%)                                       68          24           57            39            61

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                         8/96       10/96(1)     10/97         10/98         10/99      10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>          <C>          <C>           <C>          <C>
Per share operating performance
Net asset value, beginning of period                          $21.35      $24.94       $24.60        $29.40        $32.69
Net investment income (loss)(2)                                (0.34)      (0.08)       (0.37)        (0.45)        (0.41)
Net realized and unrealized gain (loss) on
investments and foreign currency transactions                   4.07       (0.26)        6.40          4.25          0.55
Total from investment operations                                3.73       (0.34)        6.03          3.80          0.14
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                                $24.94      $24.60       $29.40        $32.69        $32.83
Total investment return at net asset value(3) (%)              17.53       (1.36)(4)    25.76         13.11          0.43
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                  36,591      37,521       53,436       123,880       152,323
Ratio of expenses to average net assets (%)                     2.42        2.62(5)      2.38          2.31          2.30
Ratio of net investment income (loss) to average
net assets (%)                                                 (1.33)      (1.74)(5)    (1.41)        (1.41)        (1.22)
Portfolio turnover rate (%)                                       68          24           57            39            61

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                                                             10/99(6)   10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                <C>         <C>
Per share operating performance
Net asset value, beginning of period                                                                               $33.94
Net investment income (loss)(2)                                                                                     (0.28)
Net realized and unrealized gain (loss) on investments and foreign currency transactions                            (0.83)
Total from investment operations                                                                                    (1.11)
Net asset value, end of period                                                                                     $32.83
Total investment return at net asset value(3) (%)                                                                   (3.27)(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                                        1,877
Ratio of expenses to average net assets (%)                                                                          2.40(5)
Ratio of net investment income (loss) to average net assets (%)                                                     (1.30)(5)
Portfolio turnover rate (%)                                                                                            61
</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 C shares began operations on March 1, 1999. fund details


                                                                 FUND DETAILS 25
<PAGE>

Real Estate Fund

Figures audited by _______________________.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                           12/98(1)        10/99(2,3)         10/00
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>                <C>
Per share operating performance
Net asset value, beginning of period                                             $10.00           $9.93
Net investment income (loss)(4)                                                    0.14            0.37
Net realized and unrealized gain (loss) on investments                            (0.09)          (0.48)
Total from investment operations                                                   0.05           (0.11)
Less distributions:
  Dividends from net investment income                                            (0.12)          (0.34)
Net asset value, end of period                                                    $9.93           $9.48
Total investment return at net asset value(5) (%)                                  0.47(6)        (1.11)(6)
Total adjusted investment return at net asset value(5,7) (%)                      (1.60)(6)       (9.49)(6)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                      1,006         960,186
Ratio of expenses to average net assets (%)                                        1.65(8)         1.65(8)
Ratio of adjusted expenses to average net assets(9) (%)                            9.85(8)        11.71(8)
Ratio of net investment income (loss) to average net assets (%)                    5.72(8)         4.49(8)
Ratio of adjusted net investment income (loss) to average net assets(9) (%)       (2.48)(8)       (5.57)(8)
Portfolio turnover rate (%)                                                         109             345
Fee reduction per share(4) ($)                                                     0.20            0.83
</TABLE>

(1)   Began operations on September 30, 1998.
(2)   Effective October 31, 1999, the fiscal year end changed from December 31
      to October 31.
(3)   For the period from January 1, 1999 to October 31, 1999.
(4)   Based on the average of the shares outstanding at the end of each month.
(5)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.
(6)   Not annualized.
(7)   An estimated total return calculation that does not take into
      consideration fee reductions by the adviser during the periods shown.
(8)   Annualized.
(9)   Unreimbursed, without fee reduction.


26 FUND DETAILS
<PAGE>

Regional Bank Fund

Figures audited by _____________________________.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                10/96         10/97         10/98         10/99       10/00
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>         <C>           <C>           <C>            <C>
Per share operating performance
Net asset value, beginning of period                                  $27.14        $33.99        $48.73        $50.34
Net investment income (loss)(1)                                         0.63          0.64          0.66          0.68
Net realized and unrealized gain (loss) on investments                  7.04         15.02          1.99          2.36
Total from investment operations                                        7.67         15.66          2.65          3.04
Less distributions:
  Dividends from net investment income                                 (0.60)        (0.61)        (0.65)        (0.70)
  Distributions from net realized gain on investments sold             (0.22)        (0.31)        (0.39)        (1.47)
  Total distributions                                                  (0.82)        (0.92)        (1.04)        (2.17)
Net asset value, end of period                                        $33.99        $48.73        $50.34        $51.21
Total investment return at net asset value(2) (%)                      28.78         46.79          5.33          6.24
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         860,843     1,596,836     1,500,200     1,205,712
Ratio of expenses to average net assets (%)                             1.36          1.30          1.24          1.27
Ratio of net investment income to average net assets (%)                2.13          1.55          1.23          1.33
Portfolio turnover rate (%)                                                8             5             5             4

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                10/96         10/97         10/98         10/99       10/00
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>           <C>           <C>            <C>
Per share operating performance
Net asset value, beginning of period                                  $27.02        $33.83        $48.48        $50.08
Net investment income (loss)(1)                                         0.42          0.35          0.30          0.35
Net realized and unrealized gain (loss) on investments                  7.01         14.95          1.97          2.36
Total from investment operations                                        7.43         15.30          2.27          2.71
Less distributions:
  Dividends from net investment income                                 (0.40)        (0.34)        (0.28)        (0.38)
  Distributions from net realized gain on investments sold             (0.22)        (0.31)        (0.39)        (1.47)
  Total distributions                                                  (0.62)        (0.65)        (0.67)        (1.85)
Net asset value, end of period                                        $33.83        $48.48        $50.08        $50.94
Total investment return at net asset value(2) (%)                      27.89         45.78          4.62          5.55
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                       2,408,514     4,847,755     4,506,983     3,639,380
Ratio of expenses to average net assets (%)                             2.00          1.92          1.92
Ratio of net investment income (loss) to average net assets (%)         1.42          0.84          0.56          0.68
Portfolio turnover rate (%)                                                8             5             5             4

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                                                          10/99(3)    10/00
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C>          <C>
Per share operating performance
Net asset value, beginning of period                                                                            $50.77
Net investment income (loss)(1)                                                                                   0.22
Net realized and unrealized gain (loss) on investments                                                            0.21
Total from investment operations                                                                                  0.43
Less distributions:
  Dividends from net investment income                                                                           (0.26)
Net asset value, end of period                                                                                  $50.94
Total investment return at net asset value(2) (%)                                                                 0.87(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                                     6,841
Ratio of expenses to average net assets (%)                                                                       1.97(5)
Ratio of net investment income (loss) to average net assets (%)                                                   0.65(5)
Portfolio turnover rate (%)                                                                                          4
</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)   Class C shares began operations on March 1, 1999.
(4)   Not annualized.
(5)   Annualized.


                                                                 FUND DETAILS 27
<PAGE>

Technology Fund

Figures audited by ___________________.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                 12/95(1)        10/96(1,2)      10/97(1)     10/98(1)     10/99(1)     10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>          <C>          <C>          <C>
Per share operating performance
Net asset value, beginning of period                    $2.97           $4.09           $4.30        $5.01        $4.74
Net investment income (loss)(3)                         (0.04)(4)       (0.02)          (0.05)       (0.05)       (0.06)
Net realized and unrealized gain (loss) on
investments and written options                          1.43            0.23            0.97         0.18         5.39
Total from investment operations                         1.39            0.21            0.92         0.13         5.33
Less distributions:
  Distributions from net realized gain on
  investments sold and written options                  (0.27)             --           (0.21)       (0.40)       (0.04)
Net asset value, end of period                          $4.09           $4.30           $5.01        $4.74       $10.03
Total investment return at net asset value(5) (%)       46.53            5.22(6)        21.90         3.95       113.09
Total adjusted investment return at net asset
value(5) (%)                                            46.41(7)           --              --           --           --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)          155,001         166,010         184,048      186,259      523,013
Ratio of expenses to average net assets (%)              1.67(4)         1.57(8)         1.51         1.50         1.35
Ratio of net investment income (loss) to average
net assets (%)                                          (0.89)(4)       (0.68)(8)       (0.95)       (0.97)       (0.78)
Portfolio turnover rate (%)                                70              64             104           86           61

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                 12/95(1)        10/96(1,2)      10/97(1)     10/98(1)     10/99(1)     10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>          <C>         <C>          <C>
Per share operating performance
Net asset value, beginning of period                    $2.95           $4.01           $4.20        $4.85        $4.55
Net investment income (loss)(3)                         (0.07)(4)       (0.05)          (0.08)       (0.08)       (0.11)
Net realized and unrealized gain (loss) on
investments and written options                          1.40            0.24            0.94         0.18         5.15
Total from investment operations                         1.33            0.19            0.86         0.10         5.04
Less distributions:
  Distributions from net realized gain on
  investments sold and written options                  (0.27)             --           (0.21)       (0.40)       (0.04)
Net asset value, end of period                          $4.01           $4.20           $4.85        $4.55        $9.55
Total investment return at net asset
value(5) (%)                                            45.42            4.65(6)        21.04         3.20       111.70
Total adjusted investment return at net
asset value(5) (%)                                      45.30(7)           --              --           --           --
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)           35,754          50,949          65,851       77,999      553,359
Ratio of expenses to average net assets (%)              2.41(4)         2.27(8)         2.21         2.20         2.05
Ratio of net investment income (loss) to
average net assets (%)                                  (1.62)(4)       (1.38)(8)       (1.65)       (1.67)       (1.47)
Portfolio turnover rate (%)                                70              64             104           86           61

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                                                           10/99(1,9)   10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                              <C>          <C>
Per share operating performance
Net asset value, beginning of period                                                                              $7.71
Net investment income (loss)(3)                                                                                   (0.09)
Net realized and unrealized gain (loss) on investments and written options                                         1.93
Total from investment operations                                                                                   1.84
Net asset value, end of period                                                                                    $9.55
Total investment return at net asset value(5) (%)                                                                 48.62(6)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                                     14,215
Ratio of expenses to average net assets (%)                                                                        2.16(8)
Ratio of net investment income (loss) to average net assets (%)                                                   (1.57)(8)
Portfolio turnover rate (%)                                                                                          61
</TABLE>

(1)   Per share amounts have been restated to reflect a 6-for-1 stock split
      effective August 11, 2000.
(2)   Effective October 31, 1996, the fiscal year end changed from December 31
      to October 31.
(3)   Based on the average of the shares outstanding at the end of each month.
(4)   Reflects voluntary fee reductions and expense limitations in effect during
      the year ended December 31, 1995, which amounted to $0.003 and $0.005 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.
(5)   Assumes dividend reinvestment and does not reflect the effect of sales
      charges.
(6)   Not annualized.
(7)   An estimated total return calculation which takes into consideration fees
      and expenses waived or borne by the adviser during the periods shown.
(8)   Annualized.
(9)   Class C shares began operations on March 1, 1999.


28 FUND DETAILS
<PAGE>

For more information
--------------------------------------------------------------------------------

Two documents are available that offer further information on John Hancock
sector 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, MA 02217-1000

By phone: 1-800-225-5291

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

By TDD: 1-800-544-6713

On the Internet: www.jhfunds.com

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

In person: at the SEC's Public Reference Room in Washington, DC. For access to
the Reference Room call 1-202-942-8090

By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-0102
(duplicating fee required)

By electronic request:
[email protected]
(duplicating fee required)

On the Internet: www.sec.gov

[LOGO] John Hancock(R)

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

Mutual Funds
Institutional Services
Private Managed Accounts
Retirement Services
Insurance Services

(C)2001 JOHN HANCOCK FUNDS, INC.                                     SECPN  3/01




<PAGE>

                                                                    John Hancock
                                                             International Funds

                                                                      Prospectus


                                                                   March 1, 2001


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

INTPN 3/01                                                  European Equity Fund
Draft 12/7/00                                                        Global Fund
                                                              International Fund
                                                     Pacific Basin Equities Fund

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


                                                        [LOGO] John Hancock(R)
                                                      --------------------------
                                                          JOHN HANCOCK FUNDS



<PAGE>

Contents
--------------------------------------------------------------------------------

A fund-by-fund summary          European Equity Fund                           4
of goals, strategies, risks,
performance and expenses.       Global Fund                                    6

                                International Fund                             8

                                Pacific Basin Equities Fund                   10

Policies and instructions for   Your account
opening, maintaining and
closing an account in any       Choosing a share class                        12
international fund.             How sales charges are calculated              12
                                Sales charge reductions and waivers           13
                                Opening an account                            14
                                Buying shares                                 15
                                Selling shares                                16
                                Transaction policies                          18
                                Dividends and account policies                18
                                Additional investor services                  19

Further information on the      Fund details
international funds.
                                Business structure                            20
                                Financial highlights                          21

                                For more information                  back cover

<PAGE>

Overview
--------------------------------------------------------------------------------

FUND INFORMATION KEY

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

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

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

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

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

JOHN HANCOCK INTERNATIONAL FUNDS

These funds invest primarily in foreign and U.S. stocks and seek long-term
growth of capital. 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 portion of an asset allocation portfolio

o     are investing for retirement or other goals that are many years in the
      future

International 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
Federal Deposit Insurance Corporation 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 funds are managed by John Hancock Advisers, Inc.
Founded in 1968, John Hancock Advisers is a wholly owned subsidiary of John
Hancock Financial Services, Inc. and manages more than $30 billion in assets.


                                                                               3
<PAGE>

European Equity Fund

GOAL AND STRATEGY

[Clip Art] 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 management 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.

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.

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

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

SUBADVISER

Indocam International
Investment Services
---------------------------------------
Paris-based team responsible for
day-to-day investment
management

Founded in 1979

Supervised by the adviser

PAST PERFORMANCE

[Clip Art] The graph shows the fund's total return, 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. 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 year
--------------------------------------------------------------------------------


                                                                   1999    2000
                                                                  17.51%


Best quarter: Q4 '99, 25.43%
Worst quarter: Q3 '98, -15.62%


--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------

                                                           Life of     Life of
                                                1 year     Class A     Class B
Class A - began 3/2/98                          11.66%     13.22%      --
Class B - began 6/1/98                          11.68%     --          8.72%
Class C - began 3/1/99                          --         --          --
Index                                           15.89%     16.58%      11.55%

Index: MSCI Europe Index, an unmanaged index of European stocks.


4
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements. Because the fund focuses on a single region of the world, its
performance may be more volatile than that of a fund that invests globally.
European issues denominated in euros are subject to the risk that the euro may
decline in value against the U.S. dollar. Also, applying a single monetary
policy to countries with different economic trends could hurt issuers in some
countries, and the failure of a monetary union could disrupt European economies.

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 instability
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

The fund's management strategy has a significant influence on fund performance.
European or large-capitalization stocks as a group could fall out of favor with
the market, causing the fund to underperform investments that focus on other
types of stocks. In addition, if the managers' security selection strategies do
not perform as expected, the fund could underperform its peers or lose money.


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


o     In a down market, emerging market securities, other higher-risk securities
      and derivatives could become harder to value or to sell at a fair price.

o     Certain derivatives could produce disproportionate 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. This risk is
      greater for longer maturity bonds.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      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                               1.10%        1.10%        1.10%
Total fund operating expenses                2.30%        3.00%        3.00%
Expense reimbursement (at least
until 2/28/02)                               0.40%        0.40%        0.40%
Actual operating expenses                    1.90%        2.60%        2.60%

The hypothetical example below shows what your expenses would be after the
expense reimbursement (first year only) 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         $1,146       $1,634       $2,975
Class B - with redemption       $763         $1,190       $1,742       $3,126
        - without redemption    $263         $  890       $1,542       $3,126
Class C - with redemption       $459         $  981       $1,627       $3,357
        - without redemption    $360         $  981       $1,627       $3,357

(1)   A $4.00 fee will be charged for wire redemptions.

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

FUND CODES

Class A
---------------------------------------
Ticker            JHEAX
CUSIP             410233886
Newspaper         EuropeA
SEC number        811-4932
JH fund number    92

Class B
---------------------------------------
Ticker            JHEBX
CUSIP             410233878
Newspaper         EuropeB
SEC number        811-4932
JH fund number    192

Class C
---------------------------------------
Ticker            --
CUSIP             410233860
Newspaper         --
SEC number        811-4932
JH fund number    592


                                                                               5
<PAGE>

Global Fund

GOAL AND STRATEGY

[Clip Art] 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 foreign and
U.S. companies. The fund does not maintain a fixed allocation of assets, either
with respect to securities type or geography.

In managing the portfolio, the managers focus 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 regularly screens large 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 gathers
research from Indocam strategists and analysts in Europe and Asia and generally
conducts on-site visits.

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.

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

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

ADVISER

John Hancock Advisers, Inc.
---------------------------------------
Boston-based team responsible
for day-to-day U.S. investment
management

SUBADVISER

Indocam International
Investment Services
---------------------------------------
Paris-based team responsible for
day-to-day foreign investment
management

Founded in 1979

Supervised by the adviser

PAST PERFORMANCE

[Clip Art] 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. 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    1999    2000
23.14%  -0.27%   33.85%  -5.44%   9.86%  11.85%    6.58%  20.73%  21.06%


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


--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------

                                                                      Life of
                            1 year        5 year        10 year       Class A
Class A - began 1/3/92      15.65%        13.46%        --            11.53%
Class B                     16.06%        13.63%        9.11%         --
Class C - began 3/1/99      --            --            --            --
Index                       25.00%        17.03%        9.36%         14.78%

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


6
<PAGE>

MAIN RISKS

[Clip Art] 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 instability
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

The fund's management strategy has a significant influence on fund performance.
If the fund invests in countries or regions that experience economic downturns,
performance could suffer. In addition, if certain investments or industries do
not perform as expected, or if the managers' security selection strategies do
not perform as expected, the fund could underperform its peers or lose money.


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


o     In a down market, emerging market securities, other higher-risk securities
      and derivatives could become harder to value or to sell at a fair price.

o     Certain derivatives could produce disproportionate losses.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      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                               0.68%        0.68%        0.68%
Total fund operating expenses                1.84%        2.54%        2.54%

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                         $678         $1,050       $1,446       $2,551
Class B - with redemption       $757         $1,091       $1,550       $2,704
        - without redemption    $257         $  791       $1,350       $2,704
Class C - with redemption       $454         $  883       $1,437       $2,947
        - without redemption    $355         $  883       $1,437       $2,947

(1)   A $4.00 fee will be charged for wire redemptions.


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

FUND CODES

Class A
---------------------------------------
Ticker            JHGAX
CUSIP             409906104
Newspaper         GlobA
SEC number        811-4630
JH fund number    3

Class B
---------------------------------------
Ticker            FGLOX
CUSIP             409906203
Newspaper         GlobB
SEC number        811-4630
JH fund number    103

Class C
---------------------------------------
Ticker            --
CUSIP             409906815
Newspaper         --
SEC number        811-4630
JH fund number    503


                                                                               7
<PAGE>

International Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund normally invests at least 80% of assets in stocks of foreign companies. The
fund may invest up to 30% of assets in emerging markets as classified by Morgan
Stanley Capital International (MSCI). The fund does not maintain a fixed
allocation of assets, either with respect to securities type or geography.

In managing the portfolio, the managers focus 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 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 gathers research
from Indocam strategists and analysts in Europe and Asia and generally conducts
on-site visits. To manage risk, the fund does not invest more than 5% of assets
in any one security.

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

In abnormal conditions, the fund may temporarily invest in U.S. government
securities with maturities of up to three years and more than 10% of assets in
cash or cash equivalents. In these and other cases, the fund might not achieve
its goal.

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

SUBADVISER

Indocam International
Investment Services
---------------------------------------
Paris-based team responsible for
day-to-day investment
management

Founded in 1979

Supervised by the adviser

PAST PERFORMANCE


[Clip Art] 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. 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    1999    2000
                        -6.61%   5.34%  11.36%   -7.73%  17.67%  31.19%


Best quarter: Q4 '99, 25.37%
Worst quarter: Q3 '98, -17.06%


--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------

                                                Life of    Life of     Life of
                         1 year     5 year      Class A    Class B     Class C
Class A - began 1/3/94   24.65%     9.69%       6.79%      --          --
Class B - began 1/3/94   25.42%     9.77%       --         6.84%       --
Class C - began 6/1/98   29.53%     --          --         --          20.31%
Index                    30.91%     12.39%      11.39%     11.39%      17.78%

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


8
<PAGE>

MAIN RISKS

[Clip Art] 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 instability
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets.

The fund's management strategy has a significant influence on fund performance.
If the fund invests in countries or regions that experience economic downturns,
performance could suffer. In addition, if certain investments or industries do
not perform as expected, or if the managers' security selection strategies do
not perform as expected, the fund could underperform its peers or lose money.


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


o     In a down market, emerging market securities, other higher-risk securities
      and derivatives could become harder to value or to sell at a fair price.

o     Certain derivatives could produce disproportionate losses.

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

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by
shareholders indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      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                               2.14%        2.14%        2.14%
Total fund operating expenses                3.44%        4.14%        4.14%
Expense reimbursement (at least
until 2/28/02)                               1.56%        1.56%        1.56%
Annual operating expenses                    1.88%        2.58%        2.58%

The hypothetical example below shows what your expenses would be after the
expense reimbursement (first year only) 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                         $681         $1,366       $2,072       $3,936
Class B - with redemption       $761         $1,416       $2,187       $4,080
        - without redemption    $261         $1,116       $1,987       $4,080
Class C - with redemption       $458         $1,205       $2,067       $4,286
        - without redemption    $359         $1,205       $2,067       $4,286

(1)   A $4.00 fee will be charged for wire redemptions.


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

FUND CODES

Class A
---------------------------------------
Ticker            FINAX
CUSIP             409906500
Newspaper         IntlA
SEC number        811-4630
JH fund number    40

Class B
---------------------------------------
Ticker            FINBX
CUSIP             409906609
Newspaper         IntlB
SEC number        811-4630
JH fund number    140

Class C
---------------------------------------
Ticker            --
CUSIP             409906831
Newspaper         --
SEC number        811-4630
JH fund number    540


                                                                               9
<PAGE>

Pacific Basin Equities Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the
fund normally invests at least 65% of assets in stocks of companies in the
Pacific Basin. Although the Pacific Basin includes all countries bordering the
Pacific Ocean, 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 any maturity of U.S., Japanese,
Australian and New Zealand issuers. The fund does not maintain a fixed
allocation of assets, either with respect to securities or geography.

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 strong management and the potential
for sustained 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.

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

Indocam Asia Advisers Limited
---------------------------------------
Hong Kong-based team responsible
for day-to-day investment
management

Founded in 1990

Supervised by the adviser

PAST PERFORMANCE

[Clip Art] 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. 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
--------------------------------------------------------------------------------


 1991    1992     1993    1994    1995    1996     1997     1998    1999    2000
12.68%   2.02%   70.45%  -9.28%   4.95%   3.37%  -27.87%  -10.72%  99.47%


Best quarter: Q4 '99, 38.03%
Worst quarter: Q4 '97, -25.64%


--------------------------------------------------------------------------------
Average annual total returns -- for periods ending 12/31/00
--------------------------------------------------------------------------------

                                                                       Life of
                                    1 year      5 year     10 year     Class B
Class A                             89.47%      5.78%      6.12%       --
Class B - began 3/7/94              93.15%      5.79%      --          4.22%
Class C - began 3/1/99              --          --         --          --
Index                               57.63%      2.49%      0.31%       2.34%

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


10
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements. Because the fund focuses 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 instability
and political actions ranging from tax code changes to governmental collapse.
These risks are more significant in emerging markets, which include much of the
Pacific Basin.

The fund's management strategy has a significant influence on fund performance.
Pacific Basin stocks as a group could fall out of favor with the market, causing
the fund to underperform investments that focus on other types of stocks. In
addition, if the managers' securities selection strategies do not perform as
expected, the fund could underperform its peers or lose money.


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


o     In a down market, emerging market securities, other higher-risk securities
      and derivatives could become harder 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 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 distributions.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly.


--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      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                               0.94%        0.97%        0.94%
Total fund operating expenses                2.04%        2.74%        2.74%

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                         $697         $1,108       $1,543       $2,750
Class B - with redemption       $777         $1,150       $1,650       $2,903
        - without redemption    $277         $  850       $1,450       $2,903
Class C - with redemption       $473         $  942       $1,535       $3,140
        - without redemption    $374         $  942       $1,535       $3,140

(1)   A $4.00 fee will be charged for wire redemptions.


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

FUND CODES

Class A
---------------------------------------
Ticker            JHWPX
CUSIP             410233209
Newspaper         PacBasA
SEC number        811-4932
JH fund number    58

Class B
---------------------------------------
Ticker            FPBBX
CUSIP             410233506
Newspaper         PacBasB
SEC number        811-4932
JH fund number    158

Class C
---------------------------------------
Ticker            --
CUSIP             410233605
Newspaper         --
SEC number        811-4932
JH fund number    558


                                                                              11
<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, distribution and service of its shares. Your
financial representative can help you decide which share class is best for you.

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

o     A front-end sales charge, 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 the following page.

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

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

o     A front-end sales charge, as described at right.

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, they may cost shareholders more
than other types of sales charges.

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.

Your broker receives a percentage of these sales charges and fees. In addition,
John Hancock Funds may pay significant compensation out of its own resources to
your broker.

Your broker or agent may charge you a fee to effect transactions in fund shares.

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

Class A and Class C Sales charges are as follows:

--------------------------------------------------------------------------------
Class A sales charges
--------------------------------------------------------------------------------
                           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

--------------------------------------------------------------------------------
Class C sales charges
--------------------------------------------------------------------------------
                           As a % of       As a % of your
Your investment            offering price  investment
Up to $1,000,000           1.00%           1.01%
$1,000,000 and over        none

Investments of $1 million or more Class A and Class C shares are available with
no front-end sales charge. However, there is a contingent deferred sales charge
(CDSC) on any Class A shares sold within one year of purchase, as follows:

--------------------------------------------------------------------------------
CDSC on $1 million+ investments
--------------------------------------------------------------------------------
                                           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 first 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.


12 YOUR ACCOUNT
<PAGE>

Class B Shares are offered at their net asset value per share, without any
initial sales charge.

Class B and Class C A CDSC may be charged if you sell Class B or Class C shares
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 shares
Years after purchase                    being sold
1st year                                5.00%
2nd year                                4.00%
3rd year or 4th year                    3.00%
5th year                                2.00%
6th year                                1.00%
After 6th year                          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 or 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

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 13
<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     participants in certain retirement plans with at least 100 eligible
      employees (one-year CDSC applies)

Class C shares may be offered without front-end sales charges to various
individuals and institutions, including certain retirement plans.

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 have 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. You must notify
      your financial representative or Signature Services if this information
      changes. For more details, 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.


14 YOUR ACCOUNT
<PAGE>

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

By check

[Clip Art]  o Make out a check for the        o Make out a check for the
              investment amount, payable to     investment amount payable 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 account
              financial representative, or      statement. If no slip is
              mail them to Signature            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

[Clip Art]  o Call your financial             o Log on to www.jhfunds.com to
              representative or Signature       process exchanges between funds.
              Services to request an
              exchange.                       o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch tone phone at
                                                1-800-338-8080.

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

By wire

[Clip Art]  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 the
              Services.                       name(s) in which the account is
                                              registered. Your bank may charge a
            o Instruct your bank to wire the  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 Internet

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

                                              o Complete the "Bank Information"
                                                section on your account
                                                application.

                                              o Log on to www.jhfunds.com to
                                                initiate purchases using your
                                                authorized bank account.

By phone

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

                                              o Complete the "Bank Information"
                                                section on your account
                                                application.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch tone phone at
                                                1-800-338-8080.

                                              o Call your financial
                                                representative or Signature
                                                Services between 8 A.M. and 4
                                                P.M. Eastern Time on most
                                                business days.

--------------------------------------------------------------------------------
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 15
<PAGE>

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

By letter

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

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

                                              o Mail the materials to Signature
                                                Services.

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

By Internet

[Clip Art]  o Most accounts.                  o Log on to www.jhfunds.com to
                                                initiate redemptions from your
            o Sales of up to $100,000.          funds.

By phone

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

                                              o 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)

[Clip Art]  o Requests by letter to sell any  o To verify that the Internet or
              amount.                           telephone redemption privilege
                                                is in place on an account, or to
            o Requests by Internet or phone     request the form to add it to an
              to sell up to $100,000.           existing account, call Signature
                                                Services.

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

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

By exchange

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

                                              o Log on to www.jhfunds.com to
                                                process exchanges between your
                                                funds.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch tone phone at
                                                1-800-338-8080.

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

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


16 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, unless they were previously provided to Signature Services and are
still accurate. These items are 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
--------------------------------------------------------------------------------
                                                                      [Clip Art]

Owners of individual, joint, UGMA/UTMA        o Letter of instruction.
accounts (custodial accounts for minors).
                                              o On the letter, the signatures 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, sole proprietorship,     o Letter of instruction.
general partner or association accounts.
                                              o Corporate business/organization
                                                resolution, certified within the
                                                past 12 months, or a John
                                                Hancock Funds business/
                                                organization certification form.

                                              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 Copy of the trust document
                                                certified within the past 12
                                                months, or a John Hancock Funds
                                                trust certification form.

                                              o Signature guarantee if
                                                applicable (see above).

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

                                              o Copy of death certificate.

                                              o Signature guarantee if
                                                applicable (see above).

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

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

                                              o Signature guarantee if
                                                applicable (see above).

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


                                                                 YOUR ACCOUNT 17
<PAGE>

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


Valuation of shares The net asset value (NAV) per share 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 Funds 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. Foreign stock or other portfolio
securities held by the funds may trade on U.S. holidays and weekends, even
though the funds' shares will not be priced on those days. This may change a
fund's NAV on days when you cannot buy or sell shares.


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, accessing www.jhfunds.com, 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
redemption 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. However, if the new fund's CDSC rate is higher, then the rate will
increase. 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 who, 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 The funds no longer issue share certificates. Shares are
electronically recorded. Any existing certificated shares can only be sold by
returning the certificated shares 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 The funds generally distribute most or all of their net earnings
annually in the form of dividends. Most of these dividends are 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.


18 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.

--------------------------------------------------------------------------------
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 19
<PAGE>

Fund details

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

The diagram below shows the basic business structure used by the John Hancock
international 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 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 funds last fiscal year are as follows:

--------------------------------------------------------------------------------
Fund                                      % of net assets
--------------------------------------------------------------------------------
European Equity                           0.57%
Global                                    0.86%
International                             0.00%
Pacific Basin Equities                    0.80%

   [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

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

                          Indocam Asia Advisers Limited
                               One Exchange Square
                                    Hong Kong

                              Indocam International
                               Investment Services
                              90 Boulevard Pasteur
                               Paris, France 75015

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

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

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

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

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

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


20 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 ____________________

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                                            10/98(1)         10/99            10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>              <C>             <C>
Per share operating performance
Net asset value, beginning of period                                              $10.00           $10.07
Net investment income loss(2)                                                       0.01            (0.04)
Net realized and unrealized gain (loss) on investments, financial futures
contracts and foreign currency transactions                                         0.06             1.13
Total from investment operations                                                    0.07             1.09
Net asset value, end of period                                                    $10.07           $11.16
Total investment return at net asset value(3) (%)                                   0.70(4)         10.82
Total adjusted investment return at net asset value(3,5) (%)                       (0.24)(4)        10.49
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                      12,147           14,365
Ratio of expenses to average net assets (%)                                         1.90(6)          1.90(7)
Ratio of adjusted expenses to average net assets(8) (%)                             3.31(6)          2.23(7)
Ratio of net investment income (loss) to average net assets (%)                     0.16(6)         (0.38)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)        (1.25)(6)        (0.71)
Portfolio turnover rate (%)                                                           31               64
Fee reduction per share(2) ($)                                                      0.10             0.04

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                                            10/98(1)         10/99            10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>              <C>             <C>
Per share operating performance
Net asset value, beginning of period                                              $11.07           $10.04
Net investment income (loss)(2)                                                    (0.04)           (0.12)
Net realized and unrealized gain (loss) on investments, financial futures
contracts and foreign currency transactions                                        (0.99)            1.14
Total from investment operations                                                   (1.03)            1.02
Net asset value, end of period                                                    $10.04           $11.06
Total investment return at net asset value(3) (%)                                  (9.30)(4)        10.16
Total adjusted investment return at net asset value(3,5) (%)                       (9.89)(4)         9.83
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                      15,847           14,997
Ratio of expenses to average net assets (%)                                         2.60(6)          2.60(7)
Ratio of adjusted expenses to average net assets(8) (%)                             4.01(6)          2.93(7)
Ratio of net investment income (loss) to average net assets (%)                    (1.12)(6)        (1.08)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)        (2.53)(6)        (1.41)
Portfolio turnover rate (%)                                                           31               64
Fee reduction per share(2) ($)                                                      0.06             0.04
</TABLE>


                                                                 FUND DETAILS 21
<PAGE>

European Equity Fund continued

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                               10/99(1)        10/00
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
Per share operating performance
Net asset value, beginning of period                                                 $10.64
Net investment income (loss)(2)                                                       (0.07)
Net realized and unrealized gain (loss) on investments, financial futures
contracts and foreign currency transactions                                            0.49
Total from investment operations                                                       0.42
Net asset value, end of period                                                       $11.06
Total investment return at net asset value(3) (%)                                      3.95(4)
Total adjusted investment return at net asset value(3,5) (%)                           3.73(4)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                            194
Ratio of expenses to average net assets (%)                                            2.60(6,7)
Ratio of adjusted expenses to average net assets(8) (%)                                2.93(6,7)
Ratio of net investment income (loss) to average net assets (%)                       (1.17)(6)
Ratio of adjusted net investment income (loss) to average net assets(8) (%)           (1.50)(6)
Portfolio turnover rate (%)                                                              64
Fee reduction per share(2) ($)                                                         0.03
</TABLE>


(1)   Class A, Class B and Class C shares began operations on March 2, 1998,
      June 1, 1998 and March 1, 1999, 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)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than 0.01%.
(8)   Unreimbursed, without fee reduction.


22 FUND DETAILS
<PAGE>

Global Fund


Figures audited by ______________________.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                               10/96        10/97           10/98         10/99         10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>            <C>           <C>             <C>
Per share operating performance
Net asset value, beginning of period                                 $12.67       $12.97          $12.94        $13.46
Net investment income (loss)(1)                                       (0.02)       (0.05)          (0.05)        (0.03)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                          1.20         1.21            1.53          2.67
Total from investment operations                                       1.18         1.16            1.48          2.64
Less distributions:
  Distributions from net realized gain on investments sold
  and foreign currency transactions                                   (0.88)       (1.19)          (0.96)        (0.86)
Net asset value, end of period                                       $12.97       $12.94          $13.46        $15.24
Total investment return at net asset value(2) (%)                      9.87         9.36           11.88         20.90
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         94,746       92,127         120,775       128,081
Ratio of expenses to average net assets (%)                            1.88         1.81(3)         1.82(3)       1.75(3)
Ratio of net investment income (loss) to average net assets (%)       (0.19)       (0.36)          (0.33)        (0.23)
Portfolio turnover rate (%)                                              98           81             160           176

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                               10/96        10/97           10/98         10/99         10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>             <C>           <C>           <C>
Per share operating performance
Net asset value, beginning of period                                 $12.36       $12.54          $12.39        $12.76
Net investment income (loss)(1)                                       (0.10)       (0.14)          (0.13)        (0.11)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                      1.16         1.18            1.46          2.51
Total from investment operations                                       1.06         1.04            1.33          2.40
Less distributions:
  Distributions from net realized gain on investments sold
  and foreign currency transactions                                   (0.88)       (1.19)          (0.96)        (0.86)
Net asset value, end of period                                       $12.54       $12.39          $12.76        $14.30
Total investment return at net asset value(2) (%)                      9.10         8.67           11.15         20.12
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         27,599       28,007          55,229        53,774
Ratio of expenses to average net assets (%)                            2.54         2.49(3)         2.46(3)       2.34(3)
Ratio of net investment income (loss) to average net assets (%)       (0.83)       (1.04)          (0.97)        (0.82)
Portfolio turnover rate (%)                                              98           81             160           176

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                                                          10/99(4)      10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C>           <C>
Per share operating performance
Net asset value, beginning of period                                                                            $12.88
Net investment income (loss)(1)                                                                                  (0.10)
Net realized and unrealized gain (loss) on investments and foreign currency transactions                          1.52
Total from investment operations                                                                                  1.42
Net asset value, end of period                                                                                  $14.30
Total investment return at net asset value(2) (%)                                                                11.02(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                                       212
Ratio of expenses to average net assets (%)                                                                       2.45(3,6)
Ratio of net investment income (loss) to average net assets (%)                                                  (1.01)(6)
Portfolio turnover rate (%)                                                                                        176(5)
</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% for years ended October 31, 1997 and 1998 and
      amounted to 0.03% for the year ended October 31, 1999.
(4)   Class C shares began operations on March 1, 1999.
(5)   Not annualized.
(6)   Annualized.


                                                                 FUND DETAILS 23
<PAGE>

International Fund


Figures audited by ______________________.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                              10/96          10/97          10/98            10/99      10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>            <C>             <C>         <C>
Per share operating performance
Net asset value, beginning of period                                 $8.14          $8.70          $8.41            $8.81
Net investment income (loss)                                          0.06(1)       (0.02)(1)       0.00(1,2)       (0.02)(1)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                     0.50          (0.26)          0.47             2.16
Total from investment operations                                      0.56          (0.28)          0.47             2.14
Less distributions:
   Dividends from net investment income                                 --          (0.01)            --               --
   Distributions from net realized gain on investments
   sold and foreign currency transactions                               --             --          (0.07)              --
   Total distributions                                                  --          (0.01)         (0.07)              --
Net asset value, end of period                                       $8.70          $8.41          $8.81           $10.95
Total investment return at net asset value(3) (%)                     6.88          (3.22)          5.61            24.29
Total adjusted investment return at net asset value(3,4) (%)          5.33          (4.52)          3.75            22.44
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         5,098          4,965          6,116            7,388
Ratio of expenses to average net assets (%)                           1.75           1.73(5)        1.79(5)          1.96
Ratio of adjusted expenses to average net assets(6) (%)               3.30           3.03(5)        3.65(5)          3.81
Ratio of net investment income (loss) to average net assets (%)       0.68          (0.16)          0.04            (0.20)
Ratio of adjusted net investment income (loss) to average
net assets(6) (%)                                                    (0.87)         (1.46)         (1.82)           (2.05)
Portfolio turnover rate (%)                                             83            169            129              113
Fee reduction per share(1) ($)                                        0.14           0.12           0.17             0.18

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                              10/96          10/97          10/98            10/99      10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>            <C>             <C>         <C>
Per share operating performance
Net asset value, beginning of period                                 $8.05          $8.55          $8.22            $8.55
Net investment income (loss)                                          0.00(1,2)     (0.08)(1)      (0.06)(1)        (0.09)(1)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                     0.50          (0.25)          0.46             2.09
Total from investment operations                                      0.50          (0.33)          0.40             2.00
Less distributions:
   Distributions from net realized gain on investments
   sold and foreign currency transactions                               --             --          (0.07)              --
Net asset value, end of period                                       $8.55          $8.22          $8.55           $10.55
Total investment return at net asset value(3) (%)                     6.21          (3.86)          4.88            23.39
Total adjusted investment return at net asset value(3,4) (%)          4.66          (5.16)          3.02            21.54
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                         8,175          8,713          9,720            9,436
Ratio of expenses to average net assets (%)                           2.45           2.43(5)        2.49(5)          2.63
Ratio of adjusted expenses to average net assets(6) (%)               4.00           3.73(5)        4.35(5)          4.48
Ratio of net investment income (loss) to average net assets (%)       0.02          (0.88)         (0.66)           (0.91)
Ratio of adjusted net investment income (loss) to average
net assets(6) (%)                                                    (1.53)         (2.18)         (2.52)           (2.76)
Portfolio turnover rate (%)                                             83            169            129              113
Fee reduction per share(1) ($)                                        0.14           0.12           0.17             0.18
</TABLE>


24 FUND DETAILS
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                       10/98(7)          10/99         10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>           <C>
Per share operating performance
Net asset value, beginning of period                                          $9.36             $8.55
Net investment income (loss)(1)                                               (0.03)            (0.10)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions                                                 (0.78)             2.12
Total from investment operations                                              (0.81)             2.02
Net asset value, end of period                                                $8.55            $10.57
Total investment return at net asset value(3) (%)                             (8.65)(8)         23.63
Total adjusted investment return at net asset value(3,4) (%)                  (9.43)(8)         21.78
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                     23               187
Ratio of expenses to average net assets (%)                                    2.29(5,9)         2.66
Ratio of adjusted expenses to average net assets(6) (%)                        4.15(5,9)         4.51
Ratio of net investment income (loss) to average net assets (%)               (1.27)(9)         (1.04)
Ratio of adjusted net investment income (loss) to average
net assets(6) (%)                                                             (3.13)(9)         (2.89)
Portfolio turnover rate (%)                                                     129               113
Fee reduction per share(1) ($)                                                 0.07              0.18
</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.
(4)   An estimated total return calculation that does not take into
      consideration management fee reductions and other expense subsidies by the
      adviser during the periods shown.
(5)   Expense ratios do not include interest expense due to bank loans, which
      amounted to less than 0.01%.
(6)   Unreimbursed, without fee reduction.
(7)   Class C shares began operations on June 1, 1998.
(8)   Not annualized.
(9)   Annualized.


                                                                 FUND DETAILS 25
<PAGE>

Pacific Basin Equities Fund


Figures audited by ______________________

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class A - period ended:                                           8/96       10/96(1)       10/97       10/98       10/99      10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>            <C>         <C>         <C>        <C>
Per share operating performance
Net asset value, beginning of period                            $14.11      $14.74         $14.47      $11.63       $8.76
Net investment income (loss)(2)                                  (0.02)      (0.02)         (0.07)       0.02       (0.09)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                 0.65       (0.25)         (2.66)      (2.89)       5.79
Total from investment operations                                  0.63       (0.27)         (2.73)      (2.87)       5.70
Less distributions:
   Distributions from net realized gain on investments
   sold and foreign currency transactions                           --          --          (0.11)         --          --
Net asset value, end of period                                  $14.74      $14.47         $11.63       $8.76      $14.46
Total investment return at net asset value(4) (%)                 4.47       (1.83)(5)     (19.03)     (24.68)      65.07
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                    41,951      38,694         21,109      14,717      32,554
Ratio of expenses to average net assets (%)                       1.97        2.21(6)        2.06        2.46        2.37
Ratio of net investment income (loss) to average
net assets (%)                                                   (0.15)      (0.83)(6)      (0.49)       0.22       (0.77)
Portfolio turnover rate (%)                                         73          15            118         230         174

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class B - period ended:                                           8/96       10/96(1)       10/97       10/98       10/99      10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>            <C>         <C>         <C>        <C>
Per share operating performance
Net asset value, beginning of period                            $13.96      $14.49         $14.20      $11.32       $8.47
Net investment income (loss)(2)                                  (0.13)      (0.04)         (0.18)      (0.04)      (0.17)
Net realized and unrealized gain (loss) on investments
and foreign currency transactions                                 0.66       (0.25)         (2.59)      (2.81)       5.59
Total from investment operations                                  0.53       (0.29)         (2.77)      (2.85)       5.42
Less distributions:
   Distributions from net realized gain on investments
   sold and foreign currency transactions                           --          --          (0.11)         --          --
Net asset value, end of period                                  $14.49      $14.20         $11.32       $8.47      $13.89
Total investment return at net asset value(4) (%)                 3.80       (2.00)(5)     (19.67)     (25.18)      63.99
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                    32,342      30,147         17,320      13,166      36,828
Ratio of expenses to average net assets (%)                       2.64        2.90(6)        2.76        3.16        3.07
Ratio of net investment income (loss) to average
net assets (%)                                                   (0.86)      (1.52)(6)      (1.19)      (0.48)      (1.47)
Portfolio turnover rate (%)                                         73          15            118         230         174

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Class C - period ended:                                                                                             10/99(7)   10/00
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                <C>        <C>
Per share operating performance
Net asset value, beginning of period                                                                                $9.09
Net investment income (loss)(2)                                                                                     (0.13)
Net realized and unrealized gain (loss) on investments and foreign currency transactions                             4.93
Total from investment operations                                                                                     4.80
Net asset value, end of period                                                                                     $13.89
Total investment return at net asset value(4) (%)                                                                   52.81(5)
Ratios and supplemental data
Net assets, end of period (000s omitted) ($)                                                                          955
Ratio of expenses to average net assets (%)                                                                          3.14(6)
Ratio of net investment income (loss) to average net assets (%)                                                     (1.76)(6)
Portfolio turnover rate (%)                                                                                           174(5)
</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 C shares began operations on March 1, 1999.


26 FUND DETAILS
<PAGE>

For more information
--------------------------------------------------------------------------------

Two documents are available that offer further information on John Hancock
international 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, MA 02217-1000

By phone: 1-800-225-5291

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

By TDD: 1-800-544-6713

On the Internet: www.jhfunds.com

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

In person: at the SEC's Public Reference Room in Washington, DC. For access to
the Reference Room call 1-202-942-8090

By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-0102
(duplicating fee required)

By electronic request:
[email protected]
(duplicating fee required)

On the Internet: www.sec.gov

[LOGO] John Hancock(R)


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

Mutual Funds
Institutional Services
Private Managed Accounts
Retirement Services
Insurance Services

(C)2001 JOHN HANCOCK FUNDS, INC.                                      INTPN 3/01



<PAGE>


                                                                    John Hancock
                                                             Communications Fund

                                                                      Prospectus

                                                                   March 1, 2001

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

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved this fund or determined whether the information in this
prospectus is adequate and accurate. Anyone who indicates otherwise is
committing a federal crime.

                                                          [LOGO] John Hancock(R)
                                                          ----------------------
                                                            JOHN HANCOCK FUNDS
<PAGE>

Contents
--------------------------------------------------------------------------------

A summary of the fund's         Communications Fund                            4
goals, strategies, risks,
performance and expenses.

Policies and instructions for   Your account
opening, maintaining and
closing an account.             Choosing a share class                         6
                                How sales charges are calculated               6
                                Sales charge reductions and waivers            7
                                Opening an account                             8
                                Buying shares                                  9
                                Selling shares                                10
                                Transaction policies                          12
                                Dividends and account policies                12
                                Additional investor services                  13

Further information on the      Fund details
fund.
                                Business structure                            14

                                For more information                  back cover


                                                                               3
<PAGE>

Communications Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests at least 65% of assets in stocks of U.S. and foreign
companies engaged in the research, development, manufacture or sale of
communications services, technology, equipment or products. These companies may
be in fields such as: local and long distance telephone; wireless
communications; fiber-optics; broadcast and cable television; and the Internet.
Because the fund is non-diversified, it may invest more than 5% of assets in
securities of individual companies.

In managing the portfolio, the manager looks for attractively valued companies
with sustainable competitive advantages relative to their industry peers.

In choosing individual securities, the management team uses fundamental
financial analysis to identify companies with strong revenues, cash flows and
earnings growth. They also look for companies with leading products and
services, competitive cost structures, technological innovation and strong
senior management. The manager favors companies that have shown an ability to
translate these factors into strong sales and profit growth relative to their
industry or the wider market in general.

The fund may invest in preferred stocks and other types of equity securities.
The fund may also use certain derivatives (investments whose value is based on
indices, securities or currencies).

In abnormal market conditions, the fund may temporarily invest extensively in
investment-grade short-term securities. In these and other cases, the fund might
not achieve its goal.

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

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

PORTFOLIO MANAGER

Jean-Marc Berteaux
---------------------------------------
Second vice president of adviser
Joined fund team in 2001
Joined adviser in 1998
Portfolio manager at Fidelity International (1997-1998)
Senior analyst at Fidelity International (1994-1996)
Began business career in 1994

PAST PERFORMANCE

[Clip Art] 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
this is a new fund, there is no past performance to report.


4
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
Because the fund focuses on a single sector of the economy, its performance
depends in large part on the performance of that sector. As a result, the value
of your investment may fluctuate more widely than it would in a fund that is
diversified across sectors.

Communications companies could be hurt by factors such as intense competition,
rapid technological change, obsolescence and the failure to obtain financing or
regulatory approval.

Stocks of communications companies as a group could fall out of favor with the
market, causing the fund to underperform funds that focus on other types of
stocks. In addition, if the manager's security selection strategies do not
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     If the fund invests heavily in a single issuer, its performance could
      suffer significantly from adverse events affecting that issuer.

o     Certain derivatives could produce disproportionate losses.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

Investments in the fund are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency. You
could lose money by investing in this fund.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. The figures below show estimated annualized expenses. Actual
expenses may be greater or less.

--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      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                               8.00%        8.00%        8.00%
Total fund operating expenses                9.20%        9.90%        9.90%
Expense reimbursement (at least
until 2/28/02)                               7.60%        7.60%        7.60%
Net annual operating expenses                1.60%        2.30%        2.30%

The hypothetical example below shows what your expenses would be after the
expense reimbursement (first year only) 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
--------------------------------------------------------------------------------
Class A                                                   $655        $2,387
Class B - with redemption                                 $733        $2,468
        - without redemption                              $233        $2,168
Class C - with redemption                                 $430        $2,246
        - without redemption                              $331        $2,246

(1)   A $4.00 fee will be charged for wire redemptions.
(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

Class A
---------------------------------------
Ticker            --
CUSIP
Newspaper         --
SEC number        811-4932
JH fund number    74

Class B
---------------------------------------
Ticker            --
CUSIP
Newspaper         --
SEC number        811-4932
JH fund number    174

Class C
---------------------------------------
Ticker            --
CUSIP
Newspaper         --
SEC number        811-4932
JH fund number    574


                                                                               5
<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, distribution and service of its shares. Your
financial representative can help you decide which share class is best for you.

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

o     A front-end sales charge, 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 eight years, thus reducing
      future annual expenses.

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

o     A front-end sales charge, as described at right.

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.

Because 12b-1 fees are paid on an ongoing basis, they may cost shareholders more
than other types of sales charges.

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.

Your broker receives a percentage of these sales charges and fees. In addition,
John Hancock Funds may pay significant compensation out of its own resources to
your broker.

Your broker or agent may charge you a fee to effect transactions in fund shares.

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

Class A and Class C Sales charges are as follows:

--------------------------------------------------------------------------------
Class A sales charges
--------------------------------------------------------------------------------
                           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 - $499,000        2.50%           2.56%
$500,000 - $999,999        2.00%           2.04%
$1,000,000 and over        See below

--------------------------------------------------------------------------------
Class C sales charges
--------------------------------------------------------------------------------
                           As a % of       As a % of your
Your investment            offering price  investment
Up to $1,000,000           1.00%           1.01%
$1,000,000 and over        none

Investments of $1 million or more Class A and Class C shares are available with
no front-end sales charge. However, there is a contingent deferred sales charge
(CDSC) on any Class A shares sold within one year of purchase, as follows:

--------------------------------------------------------------------------------
CDSC on $1 million+ investments
--------------------------------------------------------------------------------
                                           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 first day of that month.


6 YOUR ACCOUNT
<PAGE>

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

Class B Shares are offered at their net asset value per share, without any
initial sales charge.

Class B and Class C A CDSC may be charged if you sell Class B or Class C shares
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
--------------------------------------------------------------------------------
Years after purchase            CDSC on shares being sold
1st year                        5.00%
2nd year                        4.00%
3rd or 4th year                 3.00%
5th year                        2.00%
6th year                        1.00%
After 6th year                  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 or 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 the 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

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 7
<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     participants in certain retirement plans with at least 100 eligible
      employees (one-year CDSC applies)

Class C shares may be offered without front-end sales charges to various
individuals and institutions, including certain retirement plans.

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 have 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. You must notify your financial
representative or Signature Services if this information changes. For more
details, 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.


8 YOUR ACCOUNT
<PAGE>

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

By check

[Clip Art]  o Make out a check for the        o Make out a check for the
              investment amount, payable to     investment amount payable 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 account
              financial representative, or      statement. If no slip is
              mail them to Signature            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

[Clip Art]  o Call your financial             o Log on to www.jhfunds.com to
              representative or Signature       process exchanges between funds.
              Services to request an
              exchange.                       o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch-tone phone at
                                                1-800-338-8080.

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

By wire

[Clip Art]  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 the
              Services.                       name(s) in which the account is
                                              registered. Your bank may charge a
            o Instruct your bank to wire the  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 Internet

[Clip Art]

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

                                              o Complete the "Bank Information"
                                                section on your account
                                                application.

                                              o Log on to www.jhfunds.com to
                                                initiate purchases using your
                                                authorized bank account.

By phone

[Clip Art]

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

                                              o Complete the "Bank Information"
                                                section on your account
                                                application.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch-tone phone at
                                                1-800-338-8080.

                                              o Call your financial
                                                representative or Signature
                                                Services between 8 A.M. and 4
                                                P.M. Eastern Time on most
                                                business days.

--------------------------------------------------------------------------------
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 9
<PAGE>

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

By letter

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

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

                                              o Mail the materials to Signature
                                                Services.

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

By Internet

[Clip Art]  o Most accounts.                  o Log on to www.jhfunds.com to
                                                initiate redemptions from your
            o Sales of up to $100,000.          funds.

By phone

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

                                              o 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)

[Clip Art]  o Requests by letter to sell any  o To verify that the Internet or
              amount.                           telephone redemption privilege
                                                is in place on an account, or to
            o Requests by Internet or phone     request the form to add it to an
              to sell up to $100,000.           existing account, call Signature
                                                Services.

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

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

By exchange

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

                                              o Log on to www.jhfunds.com to
                                                process exchanges between your
                                                funds.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch-tone phone at
                                                1-800-338-8080.

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

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


10 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, unless they were previously provided to Signature Services and are
still accurate. These items are 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
--------------------------------------------------------------------------------
                                                                      [Clip Art]

Owners of individual, joint or UGMA/UTMA      o Letter of instruction.
accounts (custodial accounts for minors).
                                              o On the letter, the signatures
                                                and 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, sole proprietorship,     o Letter of instruction.
general partner or association accounts.
                                              o Corporate business/organization
                                                resolution, certified within the
                                                past 12 months, or a John
                                                Hancock Funds business/
                                                organization certification form.

                                              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 Copy of the trust document
                                                certified within the past 12
                                                months or a John Hancock Funds
                                                trust certification form.

                                              o Signature guarantee if
                                                applicable (see above).

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

                                              o Copy of death certificate.

                                              o Signature guarantee if
                                                applicable (see above).

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

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

                                              o Signature guarantee if
                                                applicable (see above).

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


                                                                 YOUR ACCOUNT 11
<PAGE>

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

Valuation of shares The net asset value (NAV) per share for each class of the
fund is determined each business day at the close of regular trading on the New
York Stock Exchange (typically 4 P.M. Eastern Time). The fund uses 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. Foreign stock or other portfolio
securities held by the fund may trade on U.S. holidays and weekends, even though
the fund's shares will not be priced on those days. This may change the fund's
NAV on days when you cannot buy or sell shares.

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 The 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, accessing www.jhfunds.com, or
sending your request in writing.

In unusual circumstances, the 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
redemption 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. However, if the new fund's CDSC rate is higher, then the rate will
increase. 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, the fund may cancel the
exchange privileges of any parties who, 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. The fund may also refuse any exchange
order. The fund may change or cancel its exchange policies at any time, upon 60
days' notice to its shareholders.

Certificated shares The fund does not issue share certificates. Shares are
electronically recorded.

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 The fund generally distributes most or all of its net earnings in the
form of dividends. The fund declares and pays any income dividends annually.
Capital gains, if any, are typically distributed annually.

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


12 YOUR ACCOUNT
<PAGE>

Taxability of dividends Dividends you receive from a fund, whether reinvested or
taken as cash, are generally considered taxable. Dividends from the fund's
long-term capital gains are taxable as capital gains; dividends from the fund's
income and short-term capital gains are generally taxable as ordinary income.
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.

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

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

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

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

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

o     Complete the appropriate parts of your account application.

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

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

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

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

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

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

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

Retirement plans John Hancock Funds offers a range of retirement plans,
including traditional, 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 13
<PAGE>

Fund details

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

The diagram below shows the basic business structure used by the fund. The
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 have the power to change the fund's investment goals without
shareholder approval.

The management firm The fund is managed by John Hancock Advisers, Inc. Founded
in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock
Financial Services, Inc. and manages more than $30 billion in assets.

   [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 fund 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

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

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

                         Manages the fund's business and
                             investment activities.
                      ------------------------------------

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

                          State Street Bank & Trust Co.

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

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

                         Oversee the fund's activities.
                      ------------------------------------


14 FUND DETAILS
<PAGE>

For more information
--------------------------------------------------------------------------------

Two documents are available that offer further information on the John Hancock
Communications Fund:

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 fund. 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.jhfunds.com

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

In person: at the SEC's Public Reference Room in Washington, DC. For access to
the Reference Room call 1-202-942-8090

By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-0102
(duplicating fee required)

By electronic request:
[email protected]
(duplicating fee required)

On the Internet: www.sec.gov

[LOGO] John Hancock(R)

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

Mutual Funds
Institutional Services
Private Managed Accounts
Retirement Services
Insurance Services

(C)2001 JOHN HANCOCK FUNDS, INC.                                     740PN  3/01




<PAGE>
                                                           John Hancock Consumer
                                                                 Industries Fund

                                                                      Prospectus

                                                                   March 1, 2001

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

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved this fund or determined whether the information in this
prospectus is adequate and accurate. Anyone who indicates otherwise is
committing a federal crime.

                                                          [LOGO] John Hancock(R)
                                                          ----------------------
                                                            JOHN HANCOCK FUNDS
<PAGE>

Contents
--------------------------------------------------------------------------------

A summary of the fund's goals,   Consumer Industries Fund                      4
strategies, risks, performance
and expenses.

Policies and instructions for    Your account
opening, maintaining and
closing an account.              Choosing a share class                        6
                                 How sales charges are calculated              6
                                 Sales charge reductions and waivers           7
                                 Opening an account                            8
                                 Buying shares                                 9
                                 Selling shares                               10
                                 Transaction policies                         12
                                 Dividends and account policies               12
                                 Additional investor services                 13

Further information on the       Fund details
fund.
                                 Business structure                           14

                                 For more information                 back cover


                                                                               3
<PAGE>

Consumer Industries Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests at least 65% of assets in stocks of U.S. and foreign
companies that provide goods and services to consumers. These include companies
that manufacture, distribute or sell consumer products in the following areas:

o     durable goods, such as homes, cars and major appliances

o     non-durable goods, such as food, beverages and apparel

o     consumer services, such as lodging and restaurants

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

In managing the portfolio, the manager looks for attractively valued companies
with sustainable competitive advantages in their industry that may be overlooked
or undervalued by other investors.

In choosing individual securities, the management team uses fundamental
financial analysis to identify growing companies with high-quality balance
sheets and strong sales, earnings and cash flows. They also look for companies
with leading products and services, competitive cost structures, distribution
strength, and strong senior management. The manager favors companies that have
shown an ability to translate these factors into strong sales and profit growth
relative to their industry group.

The fund may invest in preferred stocks and other types of equity securities.
The fund may also make limited use of certain derivatives (investments whose
value is based on indices, securities or currencies).

In abnormal conditions, the fund may invest extensively in investment-grade
short-term securities. In these and other cases, the fund might not achieve its
goal.

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

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

PORTFOLIO MANAGER

Gregory L. Fontana
-----------------------------
Vice president of adviser
Joined fund team in 2001
Joined adviser in 1999
Analyst at Loomis Sayles (1997-1998)
Analyst at Merrill Lynch (1992-1997)
Began business career in 1984

PAST PERFORMANCE

[Clip Art] 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
this is a new fund, there is no past performance to report.


4
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements. The fund's management strategy has a significant influence on
fund performance. Because the fund focuses on a single sector of the economy,
its performance depends in large part on the performance of that sector. As a
result, the value of your investment may fluctuate more widely than it would in
a fund that is diversified across sectors.

For instance, the stocks of consumer industries companies can be significantly
affected by the performance of the overall economy, consumer confidence and
spending, interest rates, competition and changes in demographics and consumer
tastes.

Stocks of consumer industries companies as a group could fall out of favor with
the market, causing the fund to underperform funds that focus on other types of
stocks. In addition, if the manager's stock selection strategy does not 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     If the fund invests heavily in a single issuer, its performance could
      suffer significantly from adverse events affecting that issuer.

o     Certain derivatives could produce disproportionate losses.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

Investments in the fund are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency. You
could lose money by investing in this fund.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. The figures below show estimated annualized expenses. Actual
expenses may be greater or less.

--------------------------------------------------------------------------------
Shareholder transaction expenses(1)          Class A      Class B      Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                  5.00%        5.00%        2.00%
Maximum front-end sales charge (load)
on purchases as a % of purchase price        5.00%        none         1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                            none(2)      5.00%        1.00%

--------------------------------------------------------------------------------
Annual operating expenses                    Class A      Class B      Class C
--------------------------------------------------------------------------------
Management fee                               0.85%        0.85%        0.85%
Distribution and service (12b-1) fees        0.30%        1.00%        1.00%
Other expenses                               8.00%        8.00%        8.00%
Total fund operating expenses                9.15%        9.85%        9.85%
Expense reimbursement (at least
until 2/28/02)                               7.60%        7.60%        7.60%
Net annual operating expenses                1.55%        2.25%        2.25%

The hypothetical example below shows what your expenses would be after the
expense reimbursement (first year only) 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
--------------------------------------------------------------------------------
Class A                                                   $650        $2,374
Class B - with redemption                                 $728        $2,455
        - without redemption                              $228        $2,155
Class C - with redemption                                 $425        $2,234
        - without redemption                              $326        $2,234

(1)   A $4.00 fee will be charged for wire redemptions.
(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."

FUND CODES

Class A
---------------------------------
Ticker            --
CUSIP
Newspaper         --
SEC number        811-4932
JH fund number    71

Class B
---------------------------------
Ticker            --
CUSIP
Newspaper         --
SEC number        811-4932
JH fund number    171

Class C
---------------------------------
Ticker            --
CUSIP
Newspaper         --
SEC number        811-4932
JH fund number    571


                                                                               5
<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, distribution and service of its shares. Your
financial representative can help you decide which share class is best for you.

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

o     A front-end sales charge, 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 eight years, thus reducing
      future annual expenses.

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

o     A front-end sales charge, as described at right.

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.

Because 12b-1 fees are paid on an ongoing basis, they may cost shareholders more
than other types of sales charges.

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.

Your broker receives a percentage of these sales charges and fees. In addition,
John Hancock Funds may pay significant compensation out of its own resources to
your broker.

Your broker or agent may charge you a fee to effect transactions in fund shares.

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

Class A and Class C Sales charges are as follows:

--------------------------------------------------------------------------------
Class A sales charges
--------------------------------------------------------------------------------
                           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 - $499,000        2.50%           2.56%
$500,000 - $999,999        2.00%           2.04%
$1,000,000 and over        See below

--------------------------------------------------------------------------------
Class C sales charges
--------------------------------------------------------------------------------
                           As a % of       As a % of your
Your investment            offering price  investment
Up to $1,000,000           1.00%           1.01%
$1,000,000 and over        none

Investments of $1 million or more Class A and Class C shares are available with
no front-end sales charge. However, there is a contingent deferred sales charge
(CDSC) on any Class A shares sold within one year of purchase, as follows:

--------------------------------------------------------------------------------
CDSC on $1 million+ investments
--------------------------------------------------------------------------------
                                           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 first day of that month.


6 YOUR ACCOUNT
<PAGE>

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

Class B Shares are offered at their net asset value per share, without any
initial sales charge.

Class B and Class C A CDSC may be charged if you sell Class B or Class C shares
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
--------------------------------------------------------------------------------
Years after purchase            CDSC on shares being sold
1st year                        5.00%
2nd year                        4.00%
3rd or 4th year                 3.00%
5th year                        2.00%
6th year                        1.00%
After 6th year                  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 or 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 the 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

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 7
<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     participants in certain retirement plans with at least 100 eligible
      employees (one-year CDSC applies)

Class C shares may be offered without front-end sales charges to various
individuals and institutions, including certain retirement plans.

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 have 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. You must notify your financial
representative or Signature Services if this information changes. For more
details, 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.


8 YOUR ACCOUNT
<PAGE>

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

By check

[Clip Art]  o Make out a check for the        o Make out a check for the
              investment amount, payable to     investment amount payable 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

[Clip Art]  o Call your financial             o Log on to www.jhfunds.com to
              representative or Signature       process exchanges between
              Services to request an            funds.
              exchange.
                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch-tone phone at
                                                1-800-338-8080.

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

By wire

[Clip Art]  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
              representative or Signature     share class, your account number
              Services.                       and the name(s) in which the
                                              account is registered. Your bank
            o Instruct your bank to wire the  may 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 Internet

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

                                              o Complete the "Bank
                                                Information" section on your
                                                account application.

                                              o Log on to www.jhfunds.com to
                                                initiate purchases using your
                                                authorized bank account.

By phone

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

                                              o Complete the "Bank
                                                Information" section on your
                                                account application.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch-tone phone at
                                                1-800-338-8080.

                                              o Call your financial
                                                representative or Signature
                                                Services between 8 a.m. and 4
                                                p.m. Eastern Time on most
                                                business days.

--------------------------------------------------------------------------------
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 9
<PAGE>

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

By letter

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

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

                                              o Mail the materials to
                                                Signature Services.

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

By Internet

[Clip Art]  o Most accounts.                  o Log on to www.jhfunds.com to
                                                initiate redemptions from your
            o Sales of up to $100,000.          funds.

By phone

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

                                              o 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)

[Clip Art]  o Requests by letter to sell any  o To verify that the Internet or
              amount.                           telephone redemption privilege
                                                is in place on an account, or
            o Requests by Internet or phone     to request the form to add it
              to sell up to $100,000.           to an existing account, call
                                                Signature Services.

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

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

By exchange

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

                                              o Log on to www.jhfunds.com to
                                                process exchanges between your
                                                funds.

                                              o Call EASI-Line for automated
                                                service 24 hours a day using
                                                your touch-tone phone at
                                                1-800-338-8080.

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

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


10 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, unless they were previously provided to Signature Services and are
still accurate. These items are 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
--------------------------------------------------------------------------------
                                                                      [Clip Art]

Owners of individual, joint or UGMA/UTMA      o Letter of instruction.
accounts (custodial accounts for minors).
                                              o On the letter, the signatures
                                                and 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, sole proprietorship,     o Letter of instruction.
general partner or association accounts.
                                              o Corporate business/organization
                                                resolution, certified within the
                                                past 12 months, or a John
                                                Hancock Funds business/
                                                organization certification form.

                                              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 Copy of the trust document
                                                certified within the past 12
                                                months or a John Hancock Funds
                                                trust certification form.

                                              o Signature guarantee if
                                                applicable (see above).

Joint tenancy shareholders with rights of     o Letter of instruction signed by
survivorship 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, guardians       o Call 1-800-225-5291 for
and other sellers or account types not          instructions.
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.
--------------------------------------------------------------------------------


                                                                 YOUR ACCOUNT 11
<PAGE>

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

Valuation of shares The net asset value (NAV) per share for each class of the
fund is determined each business day at the close of regular trading on the New
York Stock Exchange (typically 4 p.m. Eastern Time). The fund uses 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. Foreign stock or other portfolio
securities held by the fund may trade on U.S. holidays and weekends, even though
the fund's shares will not be priced on those days. This may change the fund's
NAV on days when you cannot buy or sell shares.

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 The 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, accessing www.jhfunds.com, or
sending your request in writing.

In unusual circumstances, the 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
redemption 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. However, if the new fund's CDSC rate is higher, then the rate will
increase. 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, the fund may cancel the
exchange privileges of any parties who, 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. The fund may also refuse any exchange
order. The fund may change or cancel its exchange policies at any time, upon 60
days' notice to its shareholders.

Certificated shares The fund does not issue share certificates. Shares are
electronically recorded.

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 The fund generally distributes most or all of its net earnings in the
form of dividends. The fund declares and pays any income dividends annually.
Capital gains, if any, are typically distributed annually.

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


12 YOUR ACCOUNT
<PAGE>

Taxability of dividends Dividends you receive from a fund, whether reinvested or
taken as cash, are generally considered taxable. Dividends from the fund's
long-term capital gains are taxable as capital gains; dividends from the fund's
income and short-term capital gains are generally taxable as ordinary income.
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.

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

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

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

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

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

o     Complete the appropriate parts of your accou nt 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 13
<PAGE>

Fund details

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

The diagram below shows the basic business structure used by the fund. The
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 have the power to change the fund's investment goals without
shareholder approval.

The management firm The fund is managed by John Hancock Advisers, Inc. Founded
in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock
Financial Services, Inc. and manages more than $30 billion in assets.

   [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 fund 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

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

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

                         Manages the fund's business and
                             investment activities.
                      ------------------------------------

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

                          State Street Bank & Trust Co.

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

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

                         Oversee the fund's activities.
                      ------------------------------------


14 FUND DETAILS
<PAGE>

For more information
--------------------------------------------------------------------------------

Two documents are available that offer further information on the John Hancock
Consumer Industries Fund:

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 fund. 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, MA 02217-1000

By phone: 1-800-225-5291

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

By TDD: 1-800-544-6713

On the Internet: www.jhfunds.com

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

In person: at the SEC's Public Reference Room in Washington, DC. For access to
the Reference Room call 1-202-942-8090

By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-0102
(duplicating fee required)

By electronic request:
[email protected]
(duplicating fee required)

On the Internet: www.sec.gov

[LOGO] John Hancock(R)

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

Mutual Funds
Institutional Services
Private Managed Accounts
Retirement Services
Insurance Services

(C)2001 JOHN HANCOCK FUNDS, INC.                                     710PN  3/01




<PAGE>
                                                                    John Hancock
                                                              Biotechnology Fund

                                                                      Prospectus

                                                                   March 1, 2001

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

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved this fund or determined whether the information in this
prospectus is adequate and accurate. Anyone who indicates otherwise is
committing a federal crime.

                                                          [LOGO] John Hancock(R)
                                                          ----------------------
                                                            JOHN HANCOCK FUNDS
<PAGE>

Contents
--------------------------------------------------------------------------------

A summary of the fund's         Biotechnology Fund                            4
goals, strategies, risks,
performance and expenses.

Policies and instructions for   Your account
opening, maintaining and
closing an account.             Choosing a share class                        6
                                How sales charges are calculated              6
                                Sales charge reductions and waivers           7
                                Opening an account                            8
                                Buying shares                                 9
                                Selling shares                               10
                                Transaction policies                         12
                                Dividends and account policies               12
                                Additional investor services                 13

Further information on the      Fund details
fund.
                                Business structure                           14

                                For more information                 back cover


                                                                               3
<PAGE>

Biotechnology Fund

GOAL AND STRATEGY

[Clip Art] The fund seeks long-term capital appreciation. To pursue this goal,
the fund normally invests at least 65% of assets in securities of U.S. and
foreign companies engaged in the research, development and manufacture of
various biotechnological products, services and processes. Biotechnology
companies typically employ genetic engineering to develop new drugs and products
in areas such as health care, pharmaceuticals, medical surgery, biochemistry and
agriculture. Because the fund is non-diversified, it may invest more than 5% of
assets in securities of individual 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 developments in the biotechnology sector.

The fund may invest in certain higher-risk securities, including securities that
are not publicly offered or traded, called restricted securities.

The fund may also 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.

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

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

PORTFOLIO MANAGER

Linda I. Miller, CFA
-----------------------------
Vice president of adviser
Joined fund team in 2001
Joined adviser in 1995
Began business career in 1980

PAST PERFORMANCE

[Clip Art] 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
this is a new fund, there is no past performance to report.


4
<PAGE>

MAIN RISKS

[Clip Art] The value of your investment will go up and down in response to stock
market movements.

The fund's management strategy has a significant influence on fund performance.
Because the fund focuses on a single sector of the economy, its performance
depends in large part on the performance of that sector. As a result, the value
of your investment may fluctuate more widely than it would in a fund that is
diversified across sectors.

The biotechnology industry is subject to intensive government regulation,
including strict regulatory approval requirements for new drugs and products. In
addition, biotechnology companies could be hurt by intense competition, patent
considerations and rapid technological change. Many biotechnology companies are
smaller companies that may have limited product lines and financial and
managerial resources, making them vulnerable to isolated business setbacks.

Stocks of biotechnology companies as a group could fall out of favor with the
market, causing the fund to underperform funds that focus on other types of
stocks. In addition, if the managers' industry allocation or security selection
strategies do not 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     If the fund invests heavily in a single issuer, its performance could
      suffer significantly from adverse events affecting that issuer.

o     Certain derivatives could produce disproportionate losses.

o     Foreign investments carry additional risks, including potentially
      unfavorable currency exchange rates, inadequate or inaccurate financial
      information and social or political instability.

o     In a down market, higher-risk securities and derivatives could become
      harder to value or to sell at a fair price; this risk could also affect
      small-capitalization stocks, especially those with low trading volumes.

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

YOUR EXPENSES

[Clip Art] Transaction expenses are charged directly to your account. Operating
expenses are paid from the fund's assets, and therefore are paid by shareholders
indirectly. The figures below show estimated annualized expenses. Actual
expenses may be greater or less.

--------------------------------------------------------------------------------
Shareholder transaction expenses(1)                Class A    Class B    Class C
--------------------------------------------------------------------------------
Maximum sales charge (load)                        5.00%      5.00%      2.00%
Maximum front-end sales charge (load) on
purchases as a % of purchase price                 5.00%      none       1.00%
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less                                  none(2)    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                                     8.00%      8.00%      8.00%
Total fund operating expenses                      9.20%      9.90%      9.90%
Expense reimbursement (at least until 2/28/02)     7.60%      7.60%      7.60%
Net annual operating expenses                      1.60%      2.30%      2.30%

The hypothetical example below shows what your expenses would be after the
expense reimbursement (first year only) 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
--------------------------------------------------------------------------------
Class A                                                    $655         $2,387
Class B - with redemption                                  $733         $2,468
        - without redemption                               $233         $2,168
Class C - with redemption                                  $430         $2,246
        - without redemption                               $331         $2,246

FUND CODES

Class A
--------------------------
Ticker           --
CUSIP
Newspaper        --
SEC number       811-4932
JH fund number   73

Class B
--------------------------
Ticker           --
CUSIP
Newspaper        --
SEC number       811-4932
JH fund number   173

Class C
--------------------------
Ticker           --
CUSIP
Newspaper        --
SEC number       811-4932
JH fund number   573

(1)   A $4.00 fee will be charged for wire redemptions.
(2)   Except for investments of $1 million or more; see "How sales charges are
      calculated."


                                                                               5
<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, distribution and service of its shares. Your
financial representative can help you decide which share class is best for you.

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

o     A front-end sales charge, 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 eight years, thus reducing
      future annual expenses.

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

o     A front-end sales charge, as described at right.

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.

Because 12b-1 fees are paid on an ongoing basis, they may cost shareholders more
than other types of sales charges.

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.

Your broker receives a percentage of these sales charges and fees. In addition,
John Hancock Funds may pay significant compensation out of its own resources to
your broker.

Your broker or agent may charge you a fee to effect transactions in fund shares.

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

Class A and Class C Sales charges are as follows:

--------------------------------------------------------------------------------
Class A sales charges
--------------------------------------------------------------------------------
                           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 - $499,000        2.50%           2.56%
$500,000 - $999,999        2.00%           2.04%
$1,000,000 and over        See below

--------------------------------------------------------------------------------
Class C sales charges
--------------------------------------------------------------------------------
                           As a % of       As a % of your
Your investment            offering price  investment
Up to $1,000,000           1.00%           1.01%
$1,000,000 and over        none

Investments of $1 million or more Class A and Class C shares are available with
no front-end sales charge. However, there is a contingent deferred sales charge
(CDSC) on any Class A shares sold within one year of purchase, as follows:

--------------------------------------------------------------------------------
CDSC on $1 million+ investments
--------------------------------------------------------------------------------
                                           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 first day of that month.


6 YOUR ACCOUNT
<PAGE>

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

Class B Shares are offered at their net asset value per share, without any
initial sales charge.

Class B and Class C A CDSC may be charged if you sell Class B or Class C shares
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
--------------------------------------------------------------------------------
Years after purchase            CDSC on shares being sold
1st year                        5.00%
2nd year                        4.00%
3rd or 4th year                 3.00%
5th year                        2.00%
6th year                        1.00%
After 6th year                  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 or 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 the 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

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 7
<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     participants in certain retirement plans with at least 100 eligible
      employees (one-year CDSC applies)

Class C shares may be offered without front-end sales charges to various
individuals and institutions, including certain retirement plans.

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 have 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. You must notify your financial
representative or Signature Services if this information changes. For more
details, 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.


8 YOUR ACCOUNT
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Buying shares
---------------------------------------------------------------------------------------------------------
<S>                 <C>                                       <C>
                    Opening an account                        Adding to an account

By check

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

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

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

By exchange

[Clip Art]          o  Call your financial                    o  Log on to www.jhfunds.com to process
                       representative or Signature               exchanges between funds.
                       Services to request an
                       exchange.                              o  Call EASI-Line for automated service
                                                                 24 hours a day using your touch-tone
                                                                 phone at 1-800-338-8080.

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

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

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

                                                              o  Complete the "Bank Information"
                                                                 section on your account
                                                                 application.

                                                              o  Log on to www.jhfunds.com to
                                                                 initiate purchases using your
                                                                 authorized bank account.

By phone

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

                                                              o  Complete the "Bank Information"
                                                                 section on your account
                                                                 application.

                                                              o  Call EASI-Line for automated
                                                                 service 24 hours a day using your
                                                                 touch-tone phone at 1-800-338-8080.

                                                              o  Call your financial representative or
                                                                 Signature Services between 8 A.M. and
                                                                 4 P.M. Eastern Time on most business days.
</TABLE>

--------------------------------------------------------------------------------
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 9
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Selling shares
-------------------------------------------------------------------------------------------------------------
<S>                 <C>                                         <C>
                    Designed for                                To sell some or all of your shares

By letter

[Clip Art]          o  Accounts of any type.                    o  Write a letter of instruction or
                                                                   complete a stock power indicating
                    o  Sales of any amount.                        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 Internet

[Clip Art]          o  Most accounts.                           o  Log on to www.jhfunds.com to initiate
                                                                   redemptions from your funds.
                    o  Sales of up to $100,000.

By phone

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

                                                                o  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)

[Clip Art]          o  Requests by letter to sell any amount.   o  To verify that the Internet or telephone
                                                                   redemption privilege is in place on
                    o  Requests by Internet or phone to sell       an account, or to request the form to
                       up to $100,000.                             add it to an existing account, call
                                                                   Signature Services.

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

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

By exchange

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

                                                                o  Log on to www.jhfunds.com to process
                                                                   exchanges between your funds.

                                                                o  Call EASI-Line for automated service
                                                                   24 hours a day using your touch-tone
                                                                   phone at 1-800-338-8080.

                                                                o  Call your financial representative or
                                                                   Signature Services to request an exchange.
</TABLE>

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


10 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, unless they were previously provided to Signature Services and are
still accurate. These items are 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.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Seller                                          Requirements for written requests
-------------------------------------------------------------------------------------------------
                                                                                       [Clip Art]
<S>                                             <C>
Owners of individual, joint or UGMA/UTMA        o  Letter of instruction.
accounts (custodial accounts for minors).
                                                o  On the letter, the signatures and 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, sole proprietorship,       o  Letter of instruction.
general partner or association accounts.
                                                o  Corporate business/organization resolution,
                                                   certified within the past 12 months, or a
                                                   John Hancock Funds business/ organization
                                                   certification form.

                                                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  Copy of the trust document certified
                                                   within the past 12 months or a John
                                                   Hancock Funds trust certification form.

                                                o  Signature guarantee if applicable (see
                                                   above).

Joint tenancy shareholders with rights          o  Letter of instruction signed by
of survivorship 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, guardians         o  Call 1-800-225-5291 for instructions.
and other sellers or account types not
listed above.
</TABLE>

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


                                                                 YOUR ACCOUNT 11
<PAGE>

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

Valuation of shares The net asset value (NAV) per share for each class of the
fund is determined each business day at the close of regular trading on the New
York Stock Exchange (typically 4 P.M. Eastern Time). The fund uses 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. Foreign stock or other portfolio
securities held by the fund may trade on U.S. holidays and weekends, even though
the fund's shares will not be priced on those days. This may change the fund's
NAV on days when you cannot buy or sell shares.

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 The 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, accessing www.jhfunds.com, or
sending your request in writing.

In unusual circumstances, the 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
redemption 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. However, if the new fund's CDSC rate is higher, then the rate will
increase. 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, the fund may cancel the
exchange privileges of any parties who, 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. The fund may also refuse any exchange
order. The fund may change or cancel its exchange policies at any time, upon 60
days' notice to its shareholders.

Certificated shares The fund does not issue share certificates. Shares are
electronically recorded.

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 The fund generally distributes most or all of its net earnings in the
form of dividends. The fund declares and pays any income dividends annually.
Capital gains, if any, are typically distributed annually.

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


12 YOUR ACCOUNT
<PAGE>

Taxability of dividends Dividends you receive from a fund, whether reinvested or
taken as cash, are generally considered taxable. Dividends from the fund's
long-term capital gains are taxable as capital gains; dividends from the fund's
income and short-term capital gains are generally taxable as ordinary income.
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.

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

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

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

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

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

o     Complete the appropriate parts of your account application.

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

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

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

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

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

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

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

Retirement plans John Hancock Funds offers a range of retirement plans,
including traditional, 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 13
<PAGE>

Fund details

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

The diagram below shows the basic business structure used by the fund. The
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 have the power to change the fund's investment goals without
shareholder approval.

The management firm The fund is managed by John Hancock Advisers, Inc. Founded
in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock
Financial Services, Inc. and manages more than $30 billion in assets.

   [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

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

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

                        Manages the fund's business and
                             investment activities.
                      ------------------------------------

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

                          State Street Bank & Trust Co.

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

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

                         Oversee the fund's activities.
                      ------------------------------------


14 FUND DETAILS
<PAGE>

For more information
--------------------------------------------------------------------------------

Two documents are available that offer further information on the John Hancock
Biotechnology Fund:

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 fund. 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.jhfunds.com

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

In person: at the SEC's Public Reference Room in Washington, DC. For access to
the Reference Room call 1-202-942-8090

By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-0102
(duplicating fee required)

By electronic request:
[email protected]
(duplicating fee required)

On the Internet: www.sec.gov

[LOGO] John Hancock(R)

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

Mutual Funds
Institutional Services
Private Managed Accounts
Retirement Services
Insurance Services

(C)2001 JOHN HANCOCK FUNDS, INC.                                     730PN  3/01



<PAGE>


                        JOHN HANCOCK HEALTH SCIENCES FUND

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


                                  March 1, 2001


This Statement of Additional Information provides information about John Hancock
Health  Sciences  Fund (the  "Fund")  in  addition  to the  information  that is
contained in the combined Sector Funds' Prospectus (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.................................    20
Distribution Contracts.................................................    22
Sales Compensation.....................................................    24
Net Asset Value........................................................    26
Initial Sales Charge on Class A and Class C Shares.....................    26
Deferred Sales Charge on Class B and Class C Shares ...................    29
Special Redemptions....................................................    33
Additional Services and Programs.......................................    33
Purchases and Redemptions through Third Parties........................    35
Description of the Fund's Shares.......................................    35
Tax Status.............................................................    36
Calculation of Performance.............................................    41
Brokerage Allocation...................................................    42
Transfer Agent Services................................................    44
Custody of Portfolio...................................................    44
Independent Auditors...................................................    45
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, 1998 the Fund changed its name
from John Hancock Global Rx to John Hancock  Global Health  Sciences Fund and on
March 1, 2000 changed its name to John Hancock 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  Life
Insurance  Company  (formerly 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 Life
Company is wholly owned by John  Hancock  Financial  Services,  Inc., a Delaware
corporation organized in February, 2000.

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   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 a 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. In managing the Fund's
portfolio,   the  managers  study  economic  trends,   demographic  trends,  the
development  of  new  products  and  consolidation  trends.   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 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


                                       2
<PAGE>


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.

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.  ADRs are receipts
typically  issued by an U.S. 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 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.

Foreign Currency Transactions. The Fund's foreign currency 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,  the Fund 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 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.

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.


                                       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
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, 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.


                                       4
<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 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 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.

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. The Trustees have adopted guidelines and delegated 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.


                                       5
<PAGE>


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."

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


                                       6
<PAGE>


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.

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.


                                       7
<PAGE>


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.

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.


                                       8
<PAGE>


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.

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.


                                       9
<PAGE>


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.

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.


                                       10
<PAGE>


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,  interest or  dividends  the Fund may be required to pay in  connection
with a short sale.  The  successful use of short selling as a hedging device may
be adversely affected by imperfect correlation between movements in the price of
the security sold short and the securities being hedged.

Under  applicable  guidelines  of the staff of the 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 liquid  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  liquid  securities  required  to be  deposited  as
collateral  with the broker in connection with the short sale (not including the
proceeds from the short sale). In addition, until the Fund replaces the borrowed
security, it must daily maintain the segregated account at such a level that the
amount  deposited in it plus the amount  deposited with the broker as collateral
will equal the current  market value of the  securities  sold short.  Except for
short  sales  against  the box,  the amount of the Fund's net assets that may be
committed to short sales is limited and the  securities in which short sales are
made must be listed on a national securities exchange.

Short selling may produce higher than normal portfolio turnover which may result
in increased transaction costs to the Fund and may result in gains from the sale
of securities  deemed to have been held for less than three months,  which gains
must constitute less than 30% of the Fund's gross income for its taxable year in
order for the Fund to qualify for  treatment as a regulated  investment  company
under the Internal Revenue Code of 1986, as amended (the "Code"), for that year.

The Fund does not intend to enter into short sales  (other  than those  "against
the  box") if  immediately  after  such sale the  aggregate  of the value of all
collateral plus the amount in such segregated account exceeds 5% of the value of
the Fund's net assets.  A short sale is "against the box" to the extent that the
Fund  contemporaneously  owns  or has the  right  to  obtain  at no  added  cost
securities identical to those sold short.

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.  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.

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.


                                       12
<PAGE>


(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:

(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.


                                       13
<PAGE>


(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.


The Fund will invest only in countries on the Adviser's Approved Country
Listing.


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>

Stephen L. Brown*                  Trustee and Chairman        Chairman and Director, John Hancock
John Hancock Place                                             Life Insurance Company (CEO until
P.O. Box 111                                                   June 2000), John Hancock Financial
Boston, MA 02117                                               Services, Inc. (CEO until June
July 1937                                                      2000); John Hancock Advisers, Inc.
                                                               (the Adviser), John Hancock Funds,
                                                               Inc. (John Hancock Funds), The
                                                               Berkeley Financial Group, Inc. (The
                                                               Berkeley Group); Director, John
                                                               Hancock Subsidiaries, Inc.; John
                                                               Hancock Signature Services, Inc.
                                                               (Signature Services) (until January
                                                               1997); John Hancock Insurance
                                                               Agency, Inc.; (Insurance Agency),
                                                               (until May 1999); Independence
                                                               Investment Associates, Inc.,
                                                               Independence International
                                                               Associates, Inc,, Independence
                                                               Fixed Income Associates, Inc.;
                                                               Insurance Marketplace Standards
                                                               Association, Committee for Economic
                                                               Development, Ionics, Inc. (since
                                                               June 2000), Aspen Technology, Inc.
                                                               (since June 2000), Jobs for
                                                               Massachusetts, Federal Reserve Bank
                                                               of Boston (until March 1999);
                                                               Financial Institutions Center
                                                               (until May 1996), Freedom Trail
                                                               Foundation (until December 1996)
                                                               Beth Israel Hospital and
                                                               Corporation (until November 1996);
                                                               Director and Member (Beth
                                                               Israel/Deaconess Care Group),
                                                               Member, Commercial Club of Boston,
                                                               President (until April 1996);
                                                               Trustee, Wang Center for the
                                                               Performing Arts, Alfred P. Sloan
                                                               Foundation, John Hancock Asset
                                                               Management (until March 1997);
                                                               Member, Boston Compact Committee,
                                                               Mass. Capital Resource Company;
                                                               Chairman, Boston Coordinating
                                                               Committee ("The Vault") (until
                                                               April 1997).

Maureen R. Ford *                  Trustee, Vice Chairman,     President, Broker/Dealer
101 Huntington Avenue              President and Chief         Distributor, John Hancock Life
Boston, MA  02199                  Executive Officer (1,2)     Insurance Company; Vice Chairman,
March 1950                                                     Director, President and Chief
                                                               Executive Officer, the Adviser, The
                                                               Berkeley Group, John Hancock Funds;
                                                               Chairman, Director and President,
                                                               Insurance Agency, Inc.; Chairman,
                                                               Director and Chief Executive
                                                               Officer, Sovereign Asset Management
                                                               Corporation (SAMCorp.); Senior Vice
                                                               President, MassMutual Insurance Co.
                                                               (until 1999); Senior Vice
                                                               President, Connecticut Mutual
                                                               Insurance Co. (until 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.


                                       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
101 Huntington Avenue                                          University School of Law (as of
Boston, MA  02199                                              1996); Director, Brookline
June 1931                                                      Bankcorp.

Richard P. Chapman, Jr.            Trustee (1)                 Chairman, President, and Chief
101 Huntington Avenue                                          Executive Officer, Brookline
Boston, MA  02199                                              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
101 Huntington Avenue                                          Senior Credit Officer, Citibank,
Boston, MA  02199                                              N.A. (retired September 1991);
January 1933                                                   Executive Vice President, Citadel
                                                               Group Representatives, Inc.;
                                                               Trustee, the Hudson City Savings
                                                               Bank (since 1995).

Leland O. Erdahl                   Trustee                     Director of Uranium Resources
101 Huntington Avenue                                          Corporation, Hecla Mining Company,
Boston, MA  02199                                              Canyon Resources Corporation and
December 1928                                                  Apollo Gold, Inc.; Director
                                                               Original Sixteen to One Mines, Inc.
                                                               (until 1999); Management Consultant
                                                               (from 1984-1987 and 1991-1998);
                                                               Director, Freeport-McMoran Copper &
                                                               Gold, Inc. (until 1997); Vice
                                                               President, Chief Financial Officer
                                                               and Director of Amax Gold, Inc.
                                                               (until 1998).

Richard A. Farrell                 Trustee                     President of Farrell, Healer & Co.,
101 Huntington Avenue                                          (venture capital management firm)
Boston, MA  02199                                              (since 1980); Prior to 1980, headed
November 1932                                                  the venture capital group at Bank
                                                               of Boston Corporation.

Gail D. Fosler                     Trustee                     Senior Vice President and Chief
101 Huntington Avenue                                          Economist, The Conference Board
Boston, MA  02199                                              (non-profit economic and business
December 1947                                                  research); Director, Unisys Corp.;
                                                               Director, H.B. Fuller Company; and
                                                               DBS Holdings (Singapore) (Banking
                                                               and Financial Services); Director,
                                                               National Bureau of Economic
                                                               Research (academic).


-------------------
*   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>

William F. Glavin                  Trustee                     President Emeritus, Babson College
101 Huntington Avenue                                          (as of 1997); Vice Chairman, Xerox
Boston, MA  02199101                                           Corporation (until June 1989);
March 1932                                                     Director, Caldor Inc., Reebok, Inc.
                                                               (since 1994) and Inco Ltd.

Dr. John A. Moore                  Trustee                     President and Chief Executive
101 Huntington Avenue                                          Officer, Institute for Evaluating
Boston, MA  02199                                              Health Risks, (nonprofit
February 1939                                                  institution) (since September
                                                               1989).

Patti McGill Peterson              Trustee                     Executive Director, Council for
101 Huntington Avenue                                          International Exchange of Scholars
Boston, MA  02199                                              (since January 1998), Vice
May 1943                                                       President, Institute of
                                                               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
101 Huntington Avenue                                          Administration Emeritus, Harvard
Boston, MA  02199                                              University Graduate School of
September 1931                                                 Business Administration (as of June
                                                               1998).

William L. Braman                Executive Vice President and  Executive Vice President and Chief
101 Huntington Avenue            Chief Investment Officer (2)  Investment Officer, each of the
Boston, MA 02199                                               John Hancock Funds; Executive Vice
December 1953                                                  President and Chief Investment
                                                               Officer, Barring Asset Management,
                                                               London UK (until May 2000).



-------------------
*   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>

Susan S. Newton               Vice President, Secretary and    Vice President and Chief Legal
101 Huntington Avenue         Chief Legal Officer              Officer the Adviser; John Hancock
Boston, MA 02199                                               Funds; Vice President Signature
March 1950                                                     Services (until May 2000), The
                                                               Berkeley Group, NM Capital and
                                                               SAMCorp.

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

Thomas H. Connors             Vice President and Compliance    Vice President and Compliance
101 Huntington Avenue         Officer                          Officer, the Adviser; Vice
Boston, MA  02199                                              President, John Hancock Funds, Inc.
September 1959



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


                                       18
<PAGE>


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. Mr. Brown and Ms. Ford, 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         the Fund and John Hancock
Independent Trustees            From the Fund(1)     Fund Complex to Trustees(2)
--------------------            ----------------     ---------------------------

Dennis S. Aronowitz             $                     $  75,250
Richard P. Chapman, Jr.*                                 75,250
William J. Cosgrove*                                     72,250
Douglas M. Costle (3)                                    56,000
Leland O. Erdahl                                         72,350
Richard A. Farrell                                       75,250
Gail D. Fosler                                           72,250
William F. Glavin*                                       68.100
Dr. John A. Moore*                                       72,350
Patti McGill Peterson                                    72,350
John W. Pratt                                            75,250
                                ----                  ---------

Total                           $                      $786,650


(1) Compensation is for the fiscal year ended October 31, 2000.


(2) Total compensation paid by the John Hancock Funds Complex to the Independent
Trustees is as of December  31,  1999.  As of this date,  there were  sixty-five
funds in the John Hancock Fund Complex,  with each of these Independent Trustees
serving on thirty-one funds.

3) Mr. Costle retired as of December 31, 1999.

* As of  December  31,  1999,  the  value  of  the  aggregate  accrued  deferred
compensation  amount from all funds in the John  Hancock  Funds  Complex for Mr.
Chapman was $112,162, Mr. Cosgrove was $224,553, Mr. Glavin was $342,213 and for
Dr.  Moore  was  $283,877  under  the  John  Hancock  Group  of  Funds  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.


As of November  13,  2000,  the  officers  and  Trustees of the Trust as a group
beneficially  owned less than 1% of the Fund's  outstanding  shares.  As of that
date, the following  shareholders  beneficially  owned 5% or more of outstanding
shares of the Fund:


                                       19
<PAGE>



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

MLPF&S For The                          B                      10.99%
 Sole Benefit Of Its Customers
Attn Fund Administration 97DR6
4800 Deerlake Drive East
Jacksonville FL 32246-6484

MLPF&S For The                          C                       9.64%
 Sole Benefit Of Its Customers
Attn Fund Administration 974E6
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.  Effective  March 1, 2001,  the advisory  board also provides
advice  and  consultation  to  the  investment  officers  of  the  John  Hancock
Biotechnology Fund, another series of the Trust.

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 and Martin A.
Samuels, M.D., since 1988 Chief of Neurology with Brigham and Woman's Hospitals,
75 Francis Street, Boston, Massachusetts 02115. Each member of the advisory
board is paid an annual retainer of $10,000, which will be allocated to the Fund
and John Hancock Biotechnology Fund and paid proportionately based on each
Fund's assets.


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 funds in the John
Hancock group of funds, as well as retail and institutional privately managed
accounts. 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.


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.


                                       20
<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:


Average Daily Net Assets                                     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.


For the fiscal years ended October 31, 1998, 1999 and 2000, the Adviser received
fees of $1,238,608, $1,896,096 and $    , respectively.


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 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.


                                       21
<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 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.


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 fiscal years ended October 31, 1998, 1999 and 2000,
the Fund paid the Adviser $25,243,  $40,236 and $ ,  respectively,  for services
under this Agreement.

Personnel  of the  Adviser and its  affiliates  may trade  securities  for their
personal accounts. The Fund also may hold, or may be buying or selling, the same
securities.  To prevent the Fund from being  disadvantaged,  the adviser and its
affiliates  and the Fund  have  adopted  a code of ethics  which  restricts  the
trading activity of those personnel.


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.  These Selling  Brokers are  authorized to
designate  other  intermediaries  to receive  purchase and redemption  orders on
behalf of the Fund.  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, 1999 2000 were $852,141, $700,780 and $
,respectively, of such amounts $142,506, $65,482 and $ , respectively, were
retained by John Hancock Funds in 1997, 1998 and 1999, 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


                                       22
<PAGE>


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 Class B and/or Class C Plans at any time. For the
fiscal year ended October 31, 2000, an aggregate of $ of Distribution Expenses
or % 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. For the fiscal year ended October 31, 2000,
an aggregate of $ of Distribution Expenses or % of the average net assets of the
Fund's Class C shares was not reimbursed or recovered by John Hancock Funds
through the receipt of deferred sales charges or Rule 12b-1 fees.


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 the 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, 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.


For the fiscal year ended October 31, 2000, the Fund paid John Hancock Funds the
following amounts of expenses in connection with their services for the Fund.


                                       23
<PAGE>


<TABLE>
<CAPTION>

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

                                        Printing and                                                    Interest,
                                        Mailing of                                                      Carrying
                                        Prospectus                                                      Or Other
                                        to New                Compensation            Expenses of       Finance
Shares                Advertising       Shareholders          to Selling Brokers      Distributor       Charges
------                -----------       ------------          ------------------      -----------       -------
 <S>                      <C>                <C>                      <C>                 <C>              <C>

Class A               $                 $                     $                       $                 $
Class B               $                 $                     $                       $                 $
Class C               $                 $                     $                       $                 $


SALES COMPENSATION

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


The two primary  sources of  compensation  payments  are (1) 12b-1 fees that are
paid out of the fund's assets and (2) sales charges paid by investors. 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 a  reallowance,  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 fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

In addition, from time to time, John Hancock Funds, at its expense, may provide
significant additional compensation to financial services firms which sell or
arrange for the sale of shares of the Fund. Such compensation provided by John
Hancock Funds may include, for example, financial assistance to financial
services firms in connection with their conferences or seminars, sales or
training programs for invited registered representatives and other employees,
payment for travel expenses, including lodging, incurred by registered
representatives and other employees for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
Funds, and/or other financial services firms-sponsored events or activities.
From time to time, John Hancock Funds may make expense reimbursements for
special training of a financial services firm's registered representatives and
other employees in group meetings or to help pay the expenses of sales contests.
Other compensation, such as asset retention fees, finder's fees and
reimbursement for wire transfer fees, may be offered to the extent not
prohibited by law or any self-regulatory agency, such as the NASD.



                                       24
<PAGE>


                                                                                  First year
                                 Sales charge paid by   Maximum                   service fee        Maximum total
                                 investors (% of        reallowance               (% of net          compensation (1)
Class A investments              offering price)        (% of offering price)     investment) (3)    (% 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
Class A shares of
$1 million or more (4)
----------------------

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)

Retirement investments of
Class A shares of
$1 million or more*
-------------------

First $1M - $24,999,999          --                     0.75%                     0.25%              1.00%
Next $25M -$49,999,999           --                     0.25%                     0.25%              0.50%
Next $1 or more above that       --                     0.00%                     0.25%              0.25%

                                                                                  First year
                                                        Maximum                   service fee        Maximum total
                                                        reallowance               (% of net          compensation (1)
Class B investments                                     (% of offering price)     investment) (3)    (% of offering price)
-------------------                                     ---------------------     ---------------    ---------------------

All amounts                      --                     3.75%                     0.25%              4.00%

                                                                                  First year
                                                        Maximum                   service fee        Maximum total
                                                        reallowance               (% of net          compensation (1)
Class C investments                                     (% of offering price)     investment) (3)    (% of offering price)
-------------------                                     ---------------------     ---------------    ---------------------


Amounts purchase at NAV          --                     0.75%                     0.25%              1.00%
All other amounts                1.00%                  1.75%                     0.25%              2.00%
</TABLE>


(1) Reallowance  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).

(3) After first year subsequent service fees are paid quarterly in arrears.

(4) Includes new investments aggregated with investments since the last annual
reset. John Hancock Funds may take recent redemptions into account in
determining if an investment qualifies as a new investment.


                                       25
<PAGE>


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

*Retirement  investments  only.  These include  traditional,  Roth and Education
IRAs, SIMPLE IRAs, SIMPLE 401(k),  Rollover IRA, TSA, 457, 403(b), 401(k), Money
Purchase  Pension  Plan,  profit-sharing  plan  and  other  retirement  plans as
described in the Internal Revenue Code.


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.

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 AND CLASS C 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"). The Fund no longer
issues share certificates, all shares are electronically recorded. 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.


                                       26
<PAGE>


The  sales  charges  applicable  to  purchases  of shares of Class A and Class C
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.

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.


o        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.


                                       27
<PAGE>



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

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


Class C shares may be offered without a front-end sales charge to:

o        Retirement  plans for which John Hancock  Signature  Services  performs
         employer sponsored plan recordkeeping  services.  (these types of plans
         include  401(k),  money  purchase  pension,  profit  sharing and SIMPLE
         401k.)

o        An investor who buys through a Merrill Lynch omnibus account.  However,
         a CDSC may apply if the shares are sold within 12 months of purchase.

Class A and Class C 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 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.

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  individual's)
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 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


                                       28
<PAGE>


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 reinvested
dividends) must aggregate $50,000 or more 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.

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B 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  price or on 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


                                       29
<PAGE>


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 subject
to a 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 Class B 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 account 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  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.)


                                       30
<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 shares by retirement plans that invested through
         the PruArray Program sponsored by Prudential Securities.

*        Redemptions  of Class A shares  made after one year from the  inception
         date of a retirement plan at John Hancock for which John Hancock is the
         recordkeeper.

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.


                                       31
<PAGE>


<TABLE>
<CAPTION>

Please see matrix for some examples.

          <S>                   <C>               <C>              <C>              <C>                <C>

----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan       403 (b)          457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP) 457 & 408
                        (SEPs & Simple
                        IRAs)
----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
Death or Disability     Waived             Waived           Waived           Waived            Waived
----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
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 payments   annuity          annuity          annuity           value annually
                        (72t) or 12% of    payments (72t)   payments (72t)   payments (72t)    in periodic
                        account value      or 12% of        or 12% of        or 12% of         payments
                        annually in        account value    account value    account value
                        periodic           annually in      annually in      annually in
                        payments.          periodic         periodic         periodic
                                           payments.        payments.        payments.
----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
Loans                   Waived             Waived           N/A              N/A               N/A
----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
Termination of Plan     Not Waived         Not Waived       Not Waived       Not Waived        N/A
----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
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 Excess        Waived             Waived           Waived           Waived            N/A
----------------------- ------------------ ---------------- ---------------- ----------------- ----------------
</TABLE>

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


                                       32
<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 500 Index Fund and John Hancock
Intermediate  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 retirement plan (for which John Hancock is the recordkeeper) exchanges the
plan's Class A account in its entirety from the Fund to a non-John Hancock
investment, the one-year CDSC applies.


If a shareholder exchanges Class B shares purchased prior to January 1, 1994 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


                                       33
<PAGE>


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.

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.


                                       34
<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).

PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

Shares of the Fund may be purchased or redeemed through certain  broker-dealers.
Brokers  may charge for their  services  or place  limitations  on the extent to
which  you may use the  services  of the  Fund.  The Fund will be deemed to have
received  a  purchase  or  redemption  order when an  authorized  broker,  or if
applicable,  a broker's authorized designee,  receives the order. If a broker is
an  agent  or  designee  of the  Fund,  orders  are  processed  at the NAV  next
calculated  after the broker  receives the order.  The broker must segregate any
orders it  receives  after the close of  regular  trading  on the New York Stock
Exchange  and  transmit  those  orders  to the  Fund for  execution  at NAV next
determined.  Some brokers that maintain nominee accounts with the Fund for their
clients charge an annual fee on the average net assets held in such accounts for
accounting,  servicing,  and distribution  services they provide with respect to
the underlying Fund shares. The Adviser,  the Fund, and John Hancock Funds, Inc.
(the Fund's principal distributor), share in the expense of these fees.

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 and
classes, without further action by shareholders. As of the date of this
Statement of Additional Information, the Trustees have authorized shares of the
Fund and five other series. Additional series may be added in the future. 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 of 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


                                       35
<PAGE>


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.

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 and elected to be treated as a "regulated  investment  company"  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),  and
intends to continue to 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.


                                       36
<PAGE>


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.

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.


                                       37
<PAGE>


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.

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 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 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


                                       38
<PAGE>


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 $ of capital loss carryforwards available to the
extent provided by regulations to offset net capital gains. These caryforwards
expire as follows: October 31, 2006--$ and October 31, 2007--$ .


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


                                       39
<PAGE>


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.

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.


                                       40
<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, Form
W-8BEN or other  authorized  withholding  certificate  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.

CALCULATION OF PERFORMANCE


As of October 31, 2000,  the average  annual total returns for Class A shares of
the Fund for the 1 year and 5 year periods and since  commencement of operations
on October 1, 19991 were
      %,      % and      %, respectively.

As of October 31, 2000,  the average  annual total returns for Class B shares of
the Fund for the 1 year and 5 year periods and since  commencement of operations
on March 7, 1994 were %, % and %, respectively.

As of October 31, 2000,  the  cumulative  total return for Class C shares of the
Fund since commencement of operations on March 1, 1999 was %


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


                                       41
<PAGE>


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.

Performance  rankings and ratings  reported  periodically in, and excerpts from,
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 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.


                                       42
<PAGE>


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
Conduct Rules 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 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 fiscal years ended October 31, 1998, 1999 and
2000, the Fund paid negotiated commissions of $172,961, $274,691 and $ ,
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,
2000, the Fund directed  commissions in the amount of $ 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 (until January 1, 1999,
John Hancock Distributors, Inc.) ("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 fiscal years ended October 31, 1998, 1999
and 2000, 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


                                       43
<PAGE>


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. Because of
this,  client  accounts in a particular  style may sometimes not sell or acquire
securities  as quickly or at the same prices as they might if each were  managed
and traded individually.

For  purchases  of equity  securities,  when a complete  order is not filled,  a
partial  allocation  will be made to each  account  pro rata  based on the order
size.  For high demand issues (for example,  initial public  offerings),  shares
will be  allocated  pro rata by account  size as well as on the basis of account
objective,  account  size ( a small  account's  allocation  may be  increased to
provide it with a meaningful  position),  and the account's other  holdings.  In
addition,  an account's  allocation may be increased if that account's portfolio
manager was  responsible  for generating  the  investment  idea or the portfolio
manager  intends to buy more shares in the  secondary  market.  For fixed income
accounts, generally securities will be allocated when appropriate among accounts
based on account size, except if the accounts have different objectives or if an
account is too small to get a  meaningful  allocation.  For new  issues,  when a
complete order is not filled, a partial  allocation will be made to each account
pro rata based on the order size.  However, if a partial allocation is too small
to be  meaningful,  it may be  reallocated  based  on such  factors  as  account
objectives,  duration  benchmarks  and  credit  and  sector  exposure.  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.

                                       44
<PAGE>


INDEPENDENT AUDITORS


The independent auditors of the Fund are __________________________ . audits and
renders an opinion on the Fund's annual financial statements and reviews the
Fund's annual Federal income tax return.









                                       45
<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











                                      F-1

<PAGE>


                        JOHN HANCOCK EUROPEAN EQUITY FUND

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


                                  March 1, 2001


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  combined   International   Funds'  current  Prospectus  (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...........................................   15
Investment Advisory and Other Services.....................................   21
Distribution Contracts.....................................................   23
Sales Compensation ........................................................   25
Net Asset Value............................................................   28
Initial Sales Charge on Class A and Class C Shares.........................   28
Deferred Sales Charge on Class B  and Class C Shares.......................   31
Special Redemptions........................................................   35
Additional Services and Programs...........................................   35
Purchases and Redemptions through Third Parties............................   37
Description of the Fund's Shares...........................................   37
Tax Status.................................................................   38
Calculation of Performance.................................................   43
Brokerage Allocation.......................................................   44
Transfer Agent Services....................................................   46
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, 1986 under the laws of
The Commonwealth of Massachusetts.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The  Adviser  is an  indirect,  wholly-owned  subsidiary  of John  Hancock  Life
Insurance  Company  (formerly 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 Life
Company is wholly owned by John  Hancock  Financial  Services,  Inc., a Delaware
corporation organized in February, 2000.

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 following  information  supplements the discussion of the Fund's  investment
objective and policies discussed in the Prospectus.  Appendix 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 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.

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.


                                       2
<PAGE>


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.

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 debt 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.  ADRs are receipts
typically  issued by a U.S. 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.  Foreign  issuers may be assigned to
reasonable   industry    classifications   that   differ   from   the   industry
classifications ordinarily assigned to U.S. issuers.

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.


                                       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.


                                       4
<PAGE>


The U.S.  Government  has from  time to time in the past  imposed  restrictions,
through taxation and otherwise, on foreign investments by U.S. investors such as
the Fund. If such restrictions should be reinstituted, it might become necessary
for  the  Fund  to  invest  all  or  substantially  all of its  assets  in  U.S.
securities.  In such event,  the Fund would review its investment  objective and
investment policies to determine whether changes are appropriate.

The Fund's ability and decisions to purchase or sell portfolio securities may be
affected by laws or regulations  relating to the convertibility and repatriation
of assets.  Because  the shares of the Fund are  redeemable  on a daily basis in
U.S. dollars,  the Fund intends to manage its portfolio so as to give reasonable
assurance that it will be able to obtain U.S. dollars. Under present conditions,
it is not believed that these considerations will have any significant effect on
its portfolio strategy.

Foreign Currency Transactions. The Fund's foreign currency 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 and Sub-Adviser.

If the Fund  purchases  a  forward  contract  or sells a  forward  contract  for
non-hedging  purposes,  the Fund 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 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.

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


                                       5
<PAGE>


144A securities, that they are liquid, they will not be subject to the 15% limit
on illiquid securities. The Trustees have adopted guidelines and delegated to
the Adviser and Sub-Adviser the daily function of determining and monitoring the
liquidity of restricted securities. The Trustees, however, will retain
sufficient oversight and be ultimately responsible for these determinations. The
Trustees will carefully monitor the Fund's investments in these securities,
focusing on such important factors, among others, as valuation, liquidity and
availability of information. This investment practice could have the effect of
increasing the level of illiquidity in the Fund if qualified institutional
buyers become for a time uninterested in purchasing these restricted securities.

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

The Fund has  established a procedure  providing that the securities  serving as
collateral  for  each  repurchase  agreement  must be  delivered  to the  Fund's
custodian  either  physically or in book-entry form and that the collateral must
be marked to market  daily to ensure  that each  repurchase  agreement  is fully
collateralized  at all times.  In the event of  bankruptcy or other default by a
seller  of  a  repurchase  agreement,   the  Fund  could  experience  delays  in
liquidating the underlying  securities during the period in which the Fund seeks
to enforce its rights thereto,  possible  subnormal  levels of income decline in
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


                                       6
<PAGE>


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."

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


                                       7
<PAGE>


purchased on the same or different exchanges, boards of trade or other trading
facilities or are held or written in one or more accounts or through one or more
brokers. Thus, the number of options which the Fund may write or purchase may be
affected by options written or purchased by other investment advisory clients of
the Adviser. An exchange, board of trade or other trading facility may order the
liquidation of positions found to be in excess of these limits, and it may
impose certain other sanctions.

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

         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


                                       12
<PAGE>


         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.


The Fund will invest only in countries on the Adviser's Approved Country
Listing.


                                       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").







                                       15
<PAGE>


<TABLE>
<CAPTION>

                                   Positions Held              Principal Occupation(s)
Name and Address                   With the Company            During the Past Five Years
----------------                   ----------------            --------------------------
     <S>                                  <C>                            <C>

Stephen L. Brown*                  Trustee and Chairman        Chairman and Director, John Hancock
John Hancock Place                                             Life Insurance Company (CEO until
P.O. Box 111                                                   June 2000), John Hancock Financial
Boston, MA 02117                                               Services, Inc. (CEO until June
July 1937                                                      2000); John Hancock Advisers, Inc.
                                                               (the Adviser), John Hancock Funds,
                                                               Inc. (John Hancock Funds), The
                                                               Berkeley Financial Group, Inc. (The
                                                               Berkeley Group); Director, John
                                                               Hancock Subsidiaries, Inc.; John
                                                               Hancock Signature Services, Inc.
                                                               (Signature Services) (until January
                                                               1997); John Hancock Insurance
                                                               Agency, Inc.; (Insurance Agency),
                                                               (until May 1999); Independence
                                                               Investment Associates, Inc.,
                                                               Independence International
                                                               Associates, Inc,, Independence
                                                               Fixed Income Associates, Inc.;
                                                               Insurance Marketplace Standards
                                                               Association, Committee for Economic
                                                               Development, Ionics, Inc. (since
                                                               June 2000), Aspen Technology, Inc.
                                                               (since June 2000), Jobs for
                                                               Massachusetts, Federal Reserve Bank
                                                               of Boston (until March 1999);
                                                               Financial Institutions Center
                                                               (until May 1996), Freedom Trail
                                                               Foundation (until December 1996)
                                                               Beth Israel Hospital and
                                                               Corporation (until November 1996);
                                                               Director and Member (Beth
                                                               Israel/Deaconess Care Group),
                                                               Member, Commercial Club of Boston,
                                                               President (until April 1996);
                                                               Trustee, Wang Center for the
                                                               Performing Arts, Alfred P. Sloan
                                                               Foundation, John Hancock Asset
                                                               Management (until March 1997);
                                                               Member, Boston Compact Committee,
                                                               Mass. Capital Resource Company;
                                                               Chairman, Boston Coordinating
                                                               Committee ("The Vault") (until
                                                               April 1997).

Maureen R. Ford *                  Trustee, Vice Chairman,     President, Broker/Dealer
101 Huntington Avenue              President and Chief         Distributor, John Hancock Life
Boston, MA  02199                  Executive Officer (1,2)     Insurance Company; Vice Chairman,
March 1950                                                     Director, President and Chief
                                                               Executive Officer, the Adviser, The
                                                               Berkeley Group, John Hancock Funds;
                                                               Chairman, Director and President,
                                                               Insurance Agency, Inc.; Chairman,
                                                               Director and Chief Executive
                                                               Officer, Sovereign Asset Management
                                                               Corporation (SAMCorp.); Senior Vice
                                                               President, MassMutual Insurance Co.
                                                               (until 1999); Senior Vice
                                                               President, Connecticut Mutual
                                                               Insurance Co. (until 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.


                                       16
<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
101 Huntington Avenue                                          University School of Law (as of
Boston, MA  02199                                              1996); Director, Brookline
June 1931                                                      Bankcorp.

Richard P. Chapman, Jr.            Trustee (1)                 Chairman, President, and Chief
101 Huntington Avenue                                          Executive Officer, Brookline
Boston, MA  02199                                              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
101 Huntington Avenue                                          Senior Credit Officer, Citibank,
Boston, MA  02199                                              N.A. (retired September 1991);
January 1933                                                   Executive Vice President, Citadel
                                                               Group Representatives, Inc.;
                                                               Trustee, the Hudson City Savings
                                                               Bank (since 1995).

Leland O. Erdahl                   Trustee                     Director of Uranium Resources
101 Huntington Avenue                                          Corporation, Hecla Mining Company,
Boston, MA  02199                                              Canyon Resources Corporation and
December 1928                                                  Apollo Gold, Inc.; Director
                                                               Original Sixteen to One Mines, Inc.
                                                               (until 1999); Management Consultant
                                                               (from 1984-1987 and 1991-1998);
                                                               Director, Freeport-McMoran Copper &
                                                               Gold, Inc. (until 1997); Vice
                                                               President, Chief Financial Officer
                                                               and Director of Amax Gold, Inc.
                                                               (until 1998).

Richard A. Farrell                 Trustee                     President of Farrell, Healer & Co.,
101 Huntington Avenue                                          (venture capital management firm)
Boston, MA  02199                                              (since 1980); Prior to 1980, headed
November 1932                                                  the venture capital group at Bank
                                                               of Boston Corporation.

Gail D. Fosler                     Trustee                     Senior Vice President and Chief
101 Huntington Avenue                                          Economist, The Conference Board
Boston, MA  02199                                              (non-profit economic and business
December 1947                                                  research); Director, Unisys Corp.;
                                                               Director, H.B. Fuller Company; and
                                                               DBS Holdings (Singapore) (Banking
                                                               and Financial Services); Director,
                                                               National Bureau of Economic
                                                               Research (academic).


-------------------
*   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>

William F. Glavin                  Trustee                     President Emeritus, Babson College
101 Huntington Avenue                                          (as of 1997); Vice Chairman, Xerox
Boston, MA  02199101                                           Corporation (until June 1989);
March 1932                                                     Director, Caldor Inc., Reebok, Inc.
                                                               (since 1994) and Inco Ltd.

Dr. John A. Moore                  Trustee                     President and Chief Executive
101 Huntington Avenue                                          Officer, Institute for Evaluating
Boston, MA  02199                                              Health Risks, (nonprofit
February 1939                                                  institution) (since September
                                                               1989).

Patti McGill Peterson              Trustee                     Executive Director, Council for
101 Huntington Avenue                                          International Exchange of Scholars
Boston, MA  02199                                              (since January 1998), Vice
May 1943                                                       President, Institute of
                                                               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
101 Huntington Avenue                                          Administration Emeritus, Harvard
Boston, MA  02199                                              University Graduate School of
September 1931                                                 Business Administration (as of June
                                                               1998).

William L. Braman                Executive Vice President and  Executive Vice President and Chief
101 Huntington Avenue            Chief Investment Officer (2)  Investment Officer, each of the
Boston, MA 02199                                               John Hancock Funds; Executive Vice
December 1953                                                  President and Chief Investment
                                                               Officer, Barring Asset Management,
                                                               London UK (until May 2000).



-------------------
*   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>

Susan S. Newton               Vice President, Secretary and    Vice President and Chief Legal
101 Huntington Avenue         Chief Legal Officer              Officer the Adviser; John Hancock
Boston, MA 02199                                               Funds; Vice President Signature
March 1950                                                     Services (until May 2000), The
                                                               Berkeley Group, NM Capital and
                                                               SAMCorp.

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

Thomas H. Connors             Vice President and Compliance    Vice President and Compliance
101 Huntington Avenue         Officer                          Officer, the Adviser; Vice
Boston, MA  02199                                              President, John Hancock Funds, Inc.
September 1959



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


                                       19
<PAGE>


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. Mr. Brown and Ms. Ford, 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.


                                                         Total Compensation
                                 Aggregate               From the Fund and John
                                 Compensation            Hancock Fund Complex to
Independent Trustees             From the Fund(1)        Trustees(2)
--------------------             ----------------        -----------------------

Dennis S. Aronowitz              $                       $  75,250
Richard P. Chapman, Jr.*                                    75,250
William J. Cosgrove*                                        72,250
Douglas M. Costle (3)                                       56,000
Leland O. Erdahl                                            72,350
Richard A. Farrell                                          75,250
Gail D. Fosler                                              72,250
William F. Glavin*                                          68,100
Dr. John A. Moore*                                          72,350
Patti McGill Peterson                                       75,350
John W. Pratt                                               72,250
                                                        ----------
Total                            $                        $786,650


(1) Compensation is for the fiscal year ended October 31, 2000.


(2) Total compensation paid by the John Hancock Funds Complex to the Independent
Trustees is as of December 31, 1999. As of this date, there were sixty-five
funds in the John Hancock Fund Complex, with each of these Independent Trustees
serving on thirty-one funds.

(3) Mr. Costle retired as of December 31, 1999.

* As of December 31, 1999, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock Funds Complex for Mr.
Chapman was $112,162, Mr. Cosgrove was $224,553, Mr. Glavin was $342,213 and for
Dr. Moore was $283,877 under the John Hancock Group of Funds 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.


As of November 13, 2000, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the Fund's outstanding shares. As of that
date, the following shareholders beneficially owned 5% or more of outstanding
shares of the Fund:


                                       20
<PAGE>


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

John Hancock Advisers, Inc.                    A               13.03%
101 Huntington Avenue
Boston, MA.  02199-7603

John Hancock Advisers, Inc.                    A               13.03%
Credit Agricole Indosuez
101 Huntington Avenue
Boston, MA  02199-7603

MLP&S For The                                  B                5.02%
Sole Benefit of Its Customers
Attn: Fund Administration
4800 Deer Lake Drive East 2nd Fl
Jacksonville, FL 32246-6484

Prudential Securities Inc. FBO                 C                5.25 %
Mr. Brent G. Calfin
1724 Elm avenue
Manhattan Beach, CA


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 funds and in the
John Hancock group of funds as well as retail and institutional privately
managed accounts. 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 with a presence in financial
centers  around the world.  IIIS is located  at 90  Boulevard  Pasteaur,  Paris,
France  75015.  Indocam  is an asset  management  firm  maintaining  established
relationships with  institutional,  corporate and individual  investors.  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,  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 IIIS under which the IIIS, 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 European countries.


                                       21
<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  monthly a fee based on a stated  percentage of the average of the daily
net assets of the Fund as follows:


Average Daily Net Assets                                   Annual Rate
------------------------                                   -----------


First $500,000,000                                           0.90%
Amount over $500,000,000                                     0.70%

From time to time, the Adviser may reduce its fee or make other  arrangements to
limit the Fund's  expenses to a specified  percentage  of its average  daily net
assets.  The Adviser  has agreed to limit Fund  expenses on Class A, Class B and
Class C shares to 1.90%,  260% 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. For the period ended October 31, 1998 and
for the fiscal years ended October 31, 1999 and 2000, the Fund paid the Advisers
fees in the amount of $88,920, $274,110 and $ , respectively, prior to the
expense reduction by the Advisers. After the expense reduction the Fund paid no
advisory fee for the period ended October 31, 1998 and $174,742 and $ , for the
fiscal years ended October 31, 1999 and 2000, respectively.



                                       22
<PAGE>


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

Pursuant to their respective  Advisory  Agreements,  the Adviser and Sub-Adviser
are not  liable  for any error of  judgment  or  mistake  of law or for any loss
suffered  by the Fund in  connection  with the  matters to which the  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 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 ended October 31, 1998 and for the fiscal
years ended October 31, 1999 and 2000, the Fund paid the Adviser $1,476, $5,005
and $ , respectively, for services under this Agreement.

Personnel of the Adviser, Sub-Adviser, and their affiliates may trade securities
for their personal accounts. The Fund also may hold, or may be buying or
selling, the same securities. To prevent the Fund from being disadvantaged, the
Adviser. Sub-Adviser and their affiliates and the Fund have adopted a code of
ethics which restricts the trading activity of those personnel.


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. These Selling Brokers are authorized to
designate other intermediaries to receive purchase and redemption orders on
behalf of the Fund. 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 from
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.

                                       23
<PAGE>


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. For the year ended October 31, 1999 was and $116,079 and
$13,274, was retained by John Hancock Funds in 1999. For the year ended October
31, 2000 was $ and $ , was retained by John Hancock funds in 2000. 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 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 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  Class B and/or Class C Plans at any
time.  For the  fiscal  year  ended  October  31,  2000,  an  aggregate  of $ of
distribution  expenses  or % 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.  For the
fiscal year ended October 31, 2000, an aggregate of $ of  distribution  expenses
or % of the  average  net  assets of the  Class C 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.


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


                                       24
<PAGE>


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, 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.


During the fiscal year ended October 31, 2000, 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            Carrying
                                          Prospectus         Compensation          of John             or other
                                          to new             to Selling            Hancock             Finance
Shares                   Advertising      Shareholders       Brokers               Funds               Charges
------                   -----------      ------------       -------               -----               -------
<S>                          <C>              <C>               <C>                 <C>                  <C>

Class A                  $                $                  $                     $                   $
Class B                  $                $                  $                     $                   $
Class C                  $                $                  $                     $                   $


SALES COMPENSATION

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


The two primary sources of compensation payments are (1) the 12b-1 fees that are
paid out of the fund's assets and (2) sales charges paid by investors. The sales
charges and 12b-1 fees 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.


                                       25
<PAGE>


Whenever  you make an  investment  in the  Fund,  the  financial  services  firm
receives a  reallowance,  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 fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

In addition,  from time to time, John Hancock Funds, at its expense, may provide
significant  additional  compensation to financial  services firms which sell or
arrange for the sale of shares of the Fund. Such  compensation  provided by John
Hancock  Funds may  include,  for  example,  financial  assistance  to financial
services  firms in  connection  with their  conferences  or  seminars,  sales or
training programs for invited  registered  representatives  and other employees,
payment  for  travel  expenses,   including  lodging,   incurred  by  registered
representatives  and other  employees  for such  seminars or training  programs,
seminars for the public,  advertising and sales campaigns  regarding one or more
Funds,  and/or other financial  services  firms-sponsored  events or activities.
From time to time,  John  Hancock  Funds  may make  expense  reimbursements  for
special training of a financial services firm's registered  representatives  and
other employees in group meetings or to help pay the expenses of sales contests.
Other   compensation,   such  as  asset  retention   fees,   finder's  fees  and
reimbursement  for  wire  transfer  fees,  may  be  offered  to the  extent  not
prohibited by law or any self-regulatory agency, such as the NASD.



                                       26
<PAGE>


                                                                                  First year
                                Sales charge            Maximum                   service fee       Maximum total
                                paid by investors       reallowance               (% of net         compensation (1)
Class A investments             (% of offering price)   (% of offering price)     investment) (3)   (% 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 Class
A shares of
$1 million or more (4)
----------------------

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)

Retirement investments of
Class A shares of
$1 million or more*
-------------------

First $1M - $24,999,999         --                      0.75%                     0.25%             1.00%
Next $25M -$49,999,999          --                      0.25%                     0.25%             0.50%
Next $1 or more above that      --                      0.00%                     0.25%             0.25%

                                                                                  First year
                                                        Maximum                   service fee       Maximum total
                                                        reallowance               (% of net         compensation (1)
Class B investments                                     (% of offering price)     investment) (3)   (% of offering price)
-------------------                                     ---------------------     ---------------   ---------------------

All amounts                     --                      3.75%                     0.25%             4.00%

                                                                                  First year
                                                        Maximum                   service fee       Maximum total
                                                        reallowance               (% of net         compensation (1)
Class C investments                                     (% of offering price)     investment) (3)   (% of offering price)
-------------------                                     ---------------------     ---------------   ---------------------


Amounts purchased at NAV
                                --                      0.75%                     0.25%             1.00%
All other amounts               1.00%                   1.75%                     0.25%             2.00%

</TABLE>

(1) Reallowance  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).

(3) After first year subsequent service fees are paid quarterly in arrears.


                                       27
<PAGE>


(4) Includes new investments  aggregated with investments  since the last annual
reset.  John  Hancock  Funds  may  take  recent   redemptions  into  account  in
determining if an investment qualifies as a new investment.

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

*Retirement  investments  only.  These include  traditional,  Roth and Education
IRAs, SIMPLE IRAs, SIMPLE 401(k),  Rollover IRA, TSA, 457, 403(b), 401(k), Money
Purchase  Pension  Plan,  profit-sharing  plan  and  other  retirement  plans as
described in the Internal Revenue Code.


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 AND CLASS C 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"). The Fund no longer
issues share certificates, all shares are electronically recorded. 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.


                                       28
<PAGE>


The  sales  charges  applicable  to  purchases  of shares of Class A and Class C
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:

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
         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 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        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:



                                       29
<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 C shares may be offered without a front-end sales charge to:

o        Retirement  plans for which John Hancock  Signature  Services  performs
         employer sponsored plan recordkeeping  services.  (these types of plans
         include  401(k),  money  purchase  pension,  profit  sharing and SIMPLE
         401(k)).

o        An investor who buys through a Merrill Lynch omnibus account.  However,
         a CDSC may apply if the shares are sold within 12 months of purchase.

Class A and Class C 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 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.

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 individual's)
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.


                                       30
<PAGE>


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 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 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.

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B 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  price or on 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.


                                       31
<PAGE>


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


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

     *The appreciation is based on all 100 shares in the account 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)


                                       32
<PAGE>


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

*        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 shares by retirement plans that invested through
         the PruArray Program sponsored by Prudential Securities.

*        Redemptions  of Class A shares  made after one year from the  inception
         date of a retirement plan at John Hancock for which John Hancock is the
         recordkeeper.

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) (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.


                                       33
<PAGE>

<TABLE>
<CAPTION>

        <S>                  <C>              <C>            <C>                <C>                   <C>

-------------------- ------------------ --------------- --------------- ---------------------- ----------------
Type of              401 (a) Plan       403 (b)         457             IRA, IRA Rollover      Non-retirement
Distribution         (401 (k), MPP,
                     PSP) 457 & 408
                     (SEPs & Simple
                     IRAs)
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
Death or Disability  Waived             Waived          Waived          Waived                 Waived
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
Over 70 1/2          Waived             Waived          Waived          Waived for mandatory   12% of account
                                                                        distributions or 12%   value annually
                                                                        of account value       in periodic
                                                                        annually in periodic   payments
                                                                        payments.
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
Between 59 1/2 and     Waived             Waived          Waived        Waived for Life        12% of account
70 1/2                                                                  Expectancy or 12% of   value annually
                                                                        account value          in periodic
                                                                        annually in periodic   payments
                                                                        payments.
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
Under 59 1/2         Waived for         Waived for      Waived for      Waived for annuity     12% of account
(Class B only)       annuity payments   annuity         annuity         payments (72t) or      value annually
                     (72t) or 12% of    payments        payments        12% of account value   in periodic
                     account value      (72t) or 12%    (72t) or 12%    annually in periodic   payments
                     annually in        of account      of account      payments.
                     periodic           value           value
                     payments.          annually in     annually in
                                        periodic        periodic
                                        payments.       payments.
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
Loans                Waived             Waived          N/A             N/A                    N/A
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
Termination of Plan  Not Waived         Not Waived      Not Waived      Not Waived             N/A
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
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 Excess     Waived             Waived          Waived          Waived                 N/A
-------------------- ------------------ --------------- --------------- ---------------------- ----------------
</TABLE>

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


                                       34
<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 500 Index Fund and John Hancock
Intermediate  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 retirement plan (for which John Hancock is the recordkeeper) exchanges the
plan's Class A account in its entirety from the Fund to a non-John Hancock
investment, the one-year CDSC applies.


If a shareholder exchanges Class B shares purchased prior to January 1, 1994 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


                                       35
<PAGE>


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.

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.


                                       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).

PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

Shares of the Fund may be purchased or redeemed through certain  broker-dealers.
Brokers  may charge for their  services  or place  limitations  on the extent to
which  you may use the  services  of the  Fund.  The Fund will be deemed to have
received  a  purchase  or  redemption  order when an  authorized  broker,  or if
applicable,  a broker's authorized designee,  receives the order. If a broker is
an  agent  or  designee  of the  Fund,  orders  are  processed  at the NAV  next
calculated  after the broker  receives the order.  The broker must segregate any
orders it  receives  after the close of  regular  trading  on the New York Stock
Exchange  and  transmit  those  orders  to the  Fund for  execution  at NAV next
determined.  Some brokers that maintain nominee accounts with the Fund for their
clients charge an annual fee on the average net assets held in such accounts for
accounting,  servicing,  and distribution  services they provide with respect to
the underlying Fund shares. The Adviser,  the Fund, and John Hancock Funds, Inc.
(the Fund's principal distributor), share in the expense of these fees.

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 and
classes, without further action by shareholders. As of the date of this
Statement of Additional Information, the Trustees have authorized shares of the
Fund and five other series. Additional series may be added in the future. 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 of 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 which  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


                                       37
<PAGE>


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.

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


                                       38
<PAGE>


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.

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


                                       39
<PAGE>


taxes may be required to treat a portion of dividends received from the Fund as
a separate category of income for purposes of computing the limitations on the
foreign tax credit. Tax-exempt shareholders will ordinarily not benefit from
this election. Each year (if any) that the Fund files the election described
above, its shareholders will be notified of the amount of (i) each shareholder's
pro rata share of qualified foreign taxes paid by the Fund and (ii) the portion
of Fund dividends which represents income from each foreign country. If the Fund
does not satisfy the 50% requirement described above or otherwise does not make
the election, the Fund will deduct the foreign taxes it pays in determining the
amount it has available for distribution to shareholders, and shareholders will
not include these foreign taxes in their income, nor will they be entitled to
any tax deductions or credits with respect to such taxes.

If the Fund invests in stock of certain  non-U.S.  corporations  that receive at
least 75% of their annual gross income from passive  sources  (such as interest,
dividends,  certain rent, and royalties or capital gain) or hold at least 50% of
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.


                                       40
<PAGE>


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.

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 $ of capital loss carryforwards available to the
extent provided by regulations to offset net capital gains. These carryforwards
expire as follows: October 31, 2006- $      and October 31, 2007-$       .


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


                                       41
<PAGE>


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.

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


                                       42
<PAGE>


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,  Form  W-8BEN or other
authorized withholding certificate on file, to 31% backup withholding on certain
other  payments  from the Fund.  Non-U.S.  investors  should  consult  their tax
advisers  regarding  such  treatment and the  application of foreign taxes to an
investment in the Fund.

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

CALCULATION OF PERFORMANCE


As of October 31, 2000,  the average annual total returns for the Fund's Class A
shares  for 1  year  and  since  inception  on  March  2,  1998  were  % and  %,
respectively.

As of October 31, 2000,  the average annual total returns for the Fund's Class B
shares  for 1  year  and  since  inception  on  June  1,  1998  were  %  and  %,
respectively.

As of October 31, 2000, the cumulative return for the Fund's Class C shares
since inception on March 1, 1999 was %


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.

Where:

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.


                                       43
<PAGE>


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, and excerpts from,
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.


                                       44
<PAGE>



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
Conduct Rules of the National  Association of Securities Dealers,  Inc. and such
other policies as the Trustees may determine, the Adviser or the Sub-Adviser may
consider  sales  of  shares  of  the  Fund  as a  factor  in  the  selection  of
broker-dealers to execute the Fund's portfolio transactions.

To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser  extent  statistical   assistance   furnished  to  the  Adviser  and  the
Sub-Adviser  of the Fund,  and  their  value and  expected  contribution  to the
performance  of the  Fund.  It is not  possible  to  place  a  dollar  value  on
information  and services to be received  from brokers and dealers,  since it is
only  supplementary  to the research efforts of the Adviser and the Sub-Adviser.
The receipt of research  information is not expected to reduce significantly the
expenses of the Adviser.  The research  information and  statistical  assistance
furnished by brokers and dealers may benefit the Life Company or other  advisory
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,  1999 and 2000,
the Fund  paid  negotiated  brokerage  commissions  in the  amount  of  $98,507,
$141,645 and $ , respectively.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker-dealer which provides brokerage and research services to the
Fund an amount of disclosed commission in excess of the commission which another
broker- dealer would have charged for effecting that transaction.  This practice
is subject  to a good faith  determination  by the  Trustees  that such price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees may adopt from time to time.  During the fiscal year ended  October 31,
2000,  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 (until January 1, 1999,
John Hancock Distributors, Inc.) ("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, 1999 and 2000,
the Fund paid $5,904, $2,578 and $   , respectively, in brokerage commissions to
Affiliated Brokers.


                                       45
<PAGE>


Affiliated  Brokers  may act as broker  for the Fund on  exchange  transactions,
subject,  however,  to the  general  policy of the Fund set forth  above and the
procedures  adopted by the  Trustees  pursuant to the  Investment  Company  Act.
Commissions paid to an Affiliated  Broker must be at least as favorable as those
which the Trustees believe to be  contemporaneously  charged by other brokers in
connection with  comparable  transactions  involving  similar  securities  being
purchased or sold. A transaction  would not be placed with an Affiliated  Broker
if the  Fund  would  have to pay a  commission  rate  less  favorable  than  the
Affiliated Broker's  contemporaneous charges for comparable transactions for its
other most favored,  but  unaffiliated,  customers except for accounts for which
the Affiliated  Broker acts as clearing  broker for another  brokerage firm, and
any customers of the Affiliated  Broker not comparable to the Fund as determined
by a majority of the Trustees who are not interested  persons (as defined in the
Investment  Company  Act) of the Fund,  the  Adviser or the  Affiliated  Broker.
Because the Adviser and the  Sub-Adviser,  have, as  investment  advisers to the
Fund, the obligation to provide investment  management services,  which includes
elements of research and related  investment  skills,  such research and related
skills  will not be used by the  Affiliated  Broker as a basis  for  negotiating
commissions at a rate higher than that  determined in accordance  with the above
criteria.

Other investment  advisory clients advised by the Adviser or the Sub-Adviser may
also invest in the same  securities as the Fund.  When these clients buy or sell
the  same  securities  at  substantially  the  same  time,  the  Adviser  or the
Sub-Adviser may average the  transactions as to price and allocate the amount of
available  investments in a manner which the Adviser believes to be equitable to
each  client,  including  the  Fund.  Because  of  this,  client  accounts  in a
particular  style may sometimes not sell or acquire  securities as quickly or at
the same prices as they might if each were managed and traded individually.

For  purchases  of equity  securities,  when a complete  order is not filled,  a
partial  allocation  will be made to each  account  pro rata  based on the order
size.  For high demand issues (for example,  initial public  offerings),  shares
will be  allocated  pro rata by account  size as well as on the basis of account
objective,  account  size ( a small  account's  allocation  may be  increased to
provide it with a meaningful  position),  and the account's other  holdings.  In
addition,  an account's  allocation may be increased if that account's portfolio
manager was  responsible  for generating  the  investment  idea or the portfolio
manager  intends to buy more shares in the  secondary  market.  For fixed income
accounts, generally securities will be allocated when appropriate among accounts
based on account size, except if the accounts have different objectives or if an
account is too small to get a  meaningful  allocation.  For new  issues,  when a
complete order is not filled, a partial  allocation will be made to each account
pro rata based on the order size.  However, if a partial allocation is too small
to be  meaningful,  it may be  reallocated  based  on such  factors  as  account
objectives,  duration  benchmarks  and  credit  and  sector  exposure.  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 or Sub-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.


                                       46
<PAGE>


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 ___________________________ 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

















                                      F-1
<PAGE>


                    JOHN HANCOCK PACIFIC BASIN EQUITIES FUND

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


                                  March 1, 2001


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   Funds'  current  Prospectus  (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......................................  20
Distribution Contracts......................................................  23
Sales Compensation..........................................................  25
Net Asset Value.............................................................  27
Initial Sales Charge on Class A and Class C Shares..........................  28
Deferred Sales Charge on Class B and Class C Shares.........................  30
Special Redemptions.........................................................  34
Additional Services and Programs............................................  34
Purchases and Redemptions through Third Parties.............................  36
Description of the Fund's Shares............................................  36
Tax Status..................................................................  37
Calculation of Performance..................................................  43
Brokerage Allocation........................................................  44
Transfer Agent Services.....................................................  46
Custody of Portfolio........................................................  46
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 in August, 1986 under the laws of
The Commonwealth of Massachusetts.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The  Adviser  is an  indirect,  wholly-owned  subsidiary  of John  Hancock  Life
Insurance  Company  (formerly 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 Life
Company is wholly owned by John  Hancock  Financial  Services,  Inc., a Delaware
corporation organized in February, 2000.

The Funds Subadviser,  Indocam Asia Advisers Ltd. ("IAAL") (the "Subadviser") is
organized under the laws of Hong Kong and indirectly  owned by Caisse  Nationale
de Credit  Agricole.  IAAL is 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.

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
Subadviser, as described under the caption "Those Responsible for Management."
In making this allocation recommendation, the Adviser and the Subadviser will


                                       2
<PAGE>


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 Subadviser 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.  ADRs are receipts
typically  issued by a U.S. 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.  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 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 and Sub-Adviser.

If the Fund purchases a forward contract or sells a forward contract for
non-hedging purposes, the Fund 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 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 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.

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.

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


                                       4
<PAGE>


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.

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 Subadviser 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 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


                                       5
<PAGE>


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 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  securities.  The Trustees have adopted  guidelines and delegated 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.

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.


                                       6
<PAGE>


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

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

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

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

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

Risks Associated with Options Transactions. There is no assurance that a liquid
secondary market on a domestic or foreign options exchange will exist for any
particular exchange-traded option or at any particular time. If the Fund is
unable to effect a closing purchase transaction with respect to covered options
it has written, the Fund will not be able to sell the underlying securities or
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.


                                       7
<PAGE>


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").

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.


                                       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 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.

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  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.

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.


                                       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 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.

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.


                                       11
<PAGE>


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.

        (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.


                                       12
<PAGE>


        (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  Subadviser  to save  commissions  or to average
        prices among them is not deemed to result in a joint securities  trading
        account.

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

        (c) 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.


                                       13
<PAGE>


        (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.


The Fund will invest only in countries on the Adviser's Approved Country
Listing.


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>

Stephen L. Brown*                  Trustee and Chairman        Chairman and Director, John Hancock
John Hancock Place                                             Life Insurance Company (CEO until
P.O. Box 111                                                   June 2000), John Hancock Financial
Boston, MA 02117                                               Services, Inc. (CEO until June
July 1937                                                      2000); John Hancock Advisers, Inc.
                                                               (the Adviser), John Hancock Funds,
                                                               Inc. (John Hancock Funds), The
                                                               Berkeley Financial Group, Inc. (The
                                                               Berkeley Group); Director, John
                                                               Hancock Subsidiaries, Inc.; John
                                                               Hancock Signature Services, Inc.
                                                               (Signature Services) (until January
                                                               1997); John Hancock Insurance
                                                               Agency, Inc.; (Insurance Agency),
                                                               (until May 1999); Independence
                                                               Investment Associates, Inc.,
                                                               Independence International
                                                               Associates, Inc,, Independence
                                                               Fixed Income Associates, Inc.;
                                                               Insurance Marketplace Standards
                                                               Association, Committee for Economic
                                                               Development, Ionics, Inc. (since
                                                               June 2000), Aspen Technology, Inc.
                                                               (since June 2000), Jobs for
                                                               Massachusetts, Federal Reserve Bank
                                                               of Boston (until March 1999);
                                                               Financial Institutions Center
                                                               (until May 1996), Freedom Trail
                                                               Foundation (until December 1996)
                                                               Beth Israel Hospital and
                                                               Corporation (until November 1996);
                                                               Director and Member (Beth
                                                               Israel/Deaconess Care Group),
                                                               Member, Commercial Club of Boston,
                                                               President (until April 1996);
                                                               Trustee, Wang Center for the
                                                               Performing Arts, Alfred P. Sloan
                                                               Foundation, John Hancock Asset
                                                               Management (until March 1997);
                                                               Member, Boston Compact Committee,
                                                               Mass. Capital Resource Company;
                                                               Chairman, Boston Coordinating
                                                               Committee ("The Vault") (until
                                                               April 1997).

Maureen R. Ford *                  Trustee, Vice Chairman,     President, Broker/Dealer
101 Huntington Avenue              President and Chief         Distributor, John Hancock Life
Boston, MA  02199                  Executive Officer (1,2)     Insurance Company; Vice Chairman,
March 1950                                                     Director, President and Chief
                                                               Executive Officer, the Adviser, The
                                                               Berkeley Group, John Hancock Funds;
                                                               Chairman, Director and President,
                                                               Insurance Agency, Inc.; Chairman,
                                                               Director and Chief Executive
                                                               Officer, Sovereign Asset Management
                                                               Corporation (SAMCorp.); Senior Vice
                                                               President, MassMutual Insurance Co.
                                                               (until 1999); Senior Vice
                                                               President, Connecticut Mutual
                                                               Insurance Co. (until 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.


                                       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
101 Huntington Avenue                                          University School of Law (as of
Boston, MA  02199                                              1996); Director, Brookline
June 1931                                                      Bankcorp.

Richard P. Chapman, Jr.            Trustee (1)                 Chairman, President, and Chief
101 Huntington Avenue                                          Executive Officer, Brookline
Boston, MA  02199                                              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
101 Huntington Avenue                                          Senior Credit Officer, Citibank,
Boston, MA  02199                                              N.A. (retired September 1991);
January 1933                                                   Executive Vice President, Citadel
                                                               Group Representatives, Inc.;
                                                               Trustee, the Hudson City Savings
                                                               Bank (since 1995).

Leland O. Erdahl                   Trustee                     Director of Uranium Resources
101 Huntington Avenue                                          Corporation, Hecla Mining Company,
Boston, MA  02199                                              Canyon Resources Corporation and
December 1928                                                  Apollo Gold, Inc.; Director
                                                               Original Sixteen to One Mines, Inc.
                                                               (until 1999); Management Consultant
                                                               (from 1984-1987 and 1991-1998);
                                                               Director, Freeport-McMoran Copper &
                                                               Gold, Inc. (until 1997); Vice
                                                               President, Chief Financial Officer
                                                               and Director of Amax Gold, Inc.
                                                               (until 1998).

Richard A. Farrell                 Trustee                     President of Farrell, Healer & Co.,
101 Huntington Avenue                                          (venture capital management firm)
Boston, MA  02199                                              (since 1980); Prior to 1980, headed
November 1932                                                  the venture capital group at Bank
                                                               of Boston Corporation.

Gail D. Fosler                     Trustee                     Senior Vice President and Chief
101 Huntington Avenue                                          Economist, The Conference Board
Boston, MA  02199                                              (non-profit economic and business
December 1947                                                  research); Director, Unisys Corp.;
                                                               Director, H.B. Fuller Company; and
                                                               DBS Holdings (Singapore) (Banking
                                                               and Financial Services); Director,
                                                               National Bureau of Economic
                                                               Research (academic).


-------------------
*   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>

William F. Glavin                  Trustee                     President Emeritus, Babson College
101 Huntington Avenue                                          (as of 1997); Vice Chairman, Xerox
Boston, MA  02199101                                           Corporation (until June 1989);
March 1932                                                     Director, Caldor Inc., Reebok, Inc.
                                                               (since 1994) and Inco Ltd.

Dr. John A. Moore                  Trustee                     President and Chief Executive
101 Huntington Avenue                                          Officer, Institute for Evaluating
Boston, MA  02199                                              Health Risks, (nonprofit
February 1939                                                  institution) (since September
                                                               1989).

Patti McGill Peterson              Trustee                     Executive Director, Council for
101 Huntington Avenue                                          International Exchange of Scholars
Boston, MA  02199                                              (since January 1998), Vice
May 1943                                                       President, Institute of
                                                               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
101 Huntington Avenue                                          Administration Emeritus, Harvard
Boston, MA  02199                                              University Graduate School of
September 1931                                                 Business Administration (as of June
                                                               1998).

William L. Braman                Executive Vice President and  Executive Vice President and Chief
101 Huntington Avenue            Chief Investment Officer (2)  Investment Officer, each of the
Boston, MA 02199                                               John Hancock Funds; Executive Vice
December 1953                                                  President and Chief Investment
                                                               Officer, Barring Asset Management,
                                                               London UK (until May 2000).



-------------------
*   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>

Susan S. Newton               Vice President, Secretary and    Vice President and Chief Legal
101 Huntington Avenue         Chief Legal Officer              Officer the Adviser; John Hancock
Boston, MA 02199                                               Funds; Vice President Signature
March 1950                                                     Services (until May 2000), The
                                                               Berkeley Group, NM Capital and
                                                               SAMCorp.

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

Thomas H. Connors             Vice President and Compliance    Vice President and Compliance
101 Huntington Avenue         Officer                          Officer, the Adviser; Vice
Boston, MA  02199                                              President, John Hancock Funds, Inc.
September 1959



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


                                       18
<PAGE>


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.  Mr.  Brown  and Ms.  Ford,  each a
non-Independent  Trustee,  and each of the  officers of the Fund are  interested
persons of the  Adviser,  are  compensated  by the  Adviser/ or  affiliates  and
receive no compensation from the Fund for their services.


                                Aggregate            Total Compensation From
                                Compensation         the Fund and John Hancock
Independent Trustees            From the Fund(1)     Fund Complex to Trustees(2)
--------------------            ----------------     ---------------------------

Dennis S. Aronowitz             $                      $  75,250
Richard P. Chapman, Jr.*                                  75,250
William J. Cosgrove*                                      72,250
Douglas M. Costle (3)                                     56,000
Leland O. Erdahl                                          72,350
Richard A. Farrell                                        75,250
Gail D. Fosler                                            72,250
William F. Glavin*                                        68,100
Dr. John A. Moore*                                        72,350
Patti McGill Peterson                                     75,350
John W. Pratt                                             72,250
                                                          ------
Total                                                   $786,650


(1) Compensation is for the fiscal year ended October 31, 2000.


(2) Total compensation paid by the John Hancock Funds Complex to the Independent
Trustees is as of December  31,  1999.  As of this date,  there were  sixty-five
funds in the John Hancock Fund Complex,  with each of these Independent Trustees
serving on thirty-one funds.

(3) Mr. Costle retired as of December 31, 1999.

* As of  December  31,  1999,  the  value  of  the  aggregate  accrued  deferred
compensation  amount from all funds in the John  Hancock  Funds  Complex for Mr.
Chapman was $112,162, Mr. Cosgrove was $224,553, Mr. Glavin was $342,213 and for
Dr.  Moore  was  $283,877  under  the  John  Hancock  Group  of  Funds  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.


As of November 13, 2000, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the Fund's outstanding shares. As of that
date, the following shareholders beneficially owned 5% or more of outstanding
shares of the Fund:


                                       19
<PAGE>


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

MLPF&S For The Sole Benefit Of Its Customers        B                 20.06%
Attn: Fund Administration 97DR7
4800 Deer Lake Drive East
Jacksonville FL 32246-6484

Investeel Inc.                                      C                 22.10%
875 Kingsland Ave
Saint Louis MO 63130-3113

Prudential Securities Inc                           C                 5.92%
Dale Lee Roehrkasse
IRA Rollover DTD 4/28/93
24 Aller Ct.
Glendale, CA 91206-1701

                                                    C                 5.90%
NFSC FEBO#APW-730190
Nicholas Piper
9400 Sierra Mar Dr
Los Angeles, CA 90069-1761


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 funds in the
John  Hancock  group of  funds as well as  retail  and  institutional  privately
managed  accounts.  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.


IAAL is a Hong-Kong based  investment  adviser  located at One Exchange  Square,
Suite  2606-2608,  Hong  Kong.  IAAL  is a  subsidiary  of  Indocam,  the  asset
management  affiliate of Credit Agricole, a French bank group with a presence in
financial centers around the world. Indocam is located at 90 Boulevard Pasteaur,
Paris, France 75015. Indocam is an asset management firm maintaining established
relationships with  institutional,  corporate and individual  investors.  Credit
Agricole is one of the largest bank groups in the world.

Until March 1, 2000, the Fund had another Subadviser, John Hancock Advisers
International ("JHAI"), 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. The subadvisory contract was terminated effective March
1, 2000.


                                       20
<PAGE>


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 IAAL under which IAAL,  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
countries other than the U.S. and Canada.

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:


Average Daily Net Assets                                     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. For the fiscal years ended October 31,
1998, 1999 and 2000, the Fund paid the Adviser fees in the amount of $237,268,
$319,039 and $ , respectively.


The  Adviser  pays IAAL  quarterly 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:


                                       21
<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 Adviser paid JHAI a quarterly management fee at the annual rate as follows:

Average Daily 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.

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  Subadviser 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 Subadviser 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 Subadviser 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 Agreement, and the
Distribution Agreement (discussed below) was approved by all of the Trustees.
The Advisory Agreement, IAAL 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.


                                       22
<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 fiscal years ended October 31, 1998, 1999 and 2000,
the Fund paid the Adviser  $4,982,  $6,962 and $ ,  respectively,  for  services
under this Agreement.

Personnel of the Adviser, Sub-Adviser, and their affiliates may trade securities
for  their  personal  accounts.  The Fund  also may  hold,  or may be  buying or
selling, the same securities. To prevent the Fund from being disadvantaged,  the
Adviser.  Sub-Adviser  and their  affiliates and the Fund have adopted a code of
ethics which restricts the trading activity of those personnel.


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.  These Selling  Brokers are  authorized to
designate  other  intermediaries  to receive  purchase and redemption  orders on
behalf of the Fund.  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 years ended October 31, 1998, 1999 and 2000 were $52,695, $78,059 and $ ,
respectively.  Of such  amounts  $9,451,  $19,908 and $ , were  retained by John
Hancock  Funds for the  fiscal  years  1998,  1999 and 2000,  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 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


                                       23
<PAGE>


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 Class B and/or Class C Plans at
any time. For the fiscal year ended October 31, 2000, an aggregate of $ of
distribution expenses or % 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. For the
fiscal year ended October 31, 2000, an aggregate of $ of distribution expenses
or % of the average net assets of the Class C 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.


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, 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, 2000, the Fund paid John Hancock Funds the
following amounts of expenses in connection with their services for the Fund.


                                       24
<PAGE>

<TABLE>
<CAPTION>


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

                                   Printing and
                                   Mailing of                                                  Interest,
                                   Prospectuses       Expenses of          Compensation        Carrying or
                                   to New             John Hancock         to Selling          Other Finance
Shares           Advertising       Shareholders       Funds                Brokers             Charges
------           -----------       ------------       ------------         ------------        -------------
 <S>                 <C>                <C>               <C>                   <C>                 <C>

Class A          $                 $                  $                    $                   $
Class B          $                 $                  $                    $                   $
Class C          $                 $                  $                    $                   $


SALES COMPENSATION

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


The two primary sources of compensation payments are (1) the 12b-1 fees that are
paid out of the fund's assets and (2) sales charges paid by investors. The sales
charges and 12b-1 fees 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 a  reallowance,  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 fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

In addition, from time to time, John Hancock Funds, at its expense, may provide
significant additional compensation to financial services firms which sell or
arrange for the sale of shares of the Fund. Such compensation provided by John
Hancock Funds may include, for example, financial assistance to financial
services firms in connection with their conferences or seminars, sales or
training programs for invited registered representatives and other employees,
payment for travel expenses, including lodging, incurred by registered
representatives and other employees for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
Funds, and/or other financial services firms-sponsored events or activities.
From time to time, John Hancock Funds may make expense reimbursements for
special training of a financial services firm's registered representatives and
other employees in group meetings or to help pay the expenses of sales contests.
Other compensation, such as asset retention fees, finder's fees and
reimbursement for wire transfer fees, may be offered to the extent not
prohibited by law or any self-regulatory agency, such as the NASD.



                                       25
<PAGE>



                                                                            First year
                              Sales charge paid     Maximum reallowance     service fee        Maximum total
                              by investors (%       (% of offering          (% of net          compensation (1)
Class A investments           of offering price)    price)                  investment) (3)    (% 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
Class A shares of
$1 million or more (4)
----------------------

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)

Retirement investments of
Class A shares of
$1 million or more*
-------------------

First $1M - $24,999,999       --                    0.75%                   0.25%              1.00%
Next $25M -$49,999,999        --                    0.25%                   0.25%              0.50%
Next $1 or more above that    --                    0.00%                   0.25%              0.25%

                                                                            First year
                                                    Maximum                 service fee        Maximum total
                                                    reallowance             (% of net          compensation (1)
Class B investments                                 (% of offering price)   investment) (3)    (% of offering price)
-------------------                                 ---------------------   ---------------    ---------------------

All amounts                   --                    3.75%                   0.25%              4.00%

                                                                            First year
                                                    Maximum                 service fee        Maximum total
                                                    reallowance             (% of net          compensation (1)
Class C investments                                 (% of offering price)   investment) (3)    (% of offering price)
-------------------                                 ---------------------   ---------------    ---------------------


Amounts purchased at NAV
                              --                    0.75%                   0.25%              1.00%
All other amounts             1.00%                 1.75%                   0.25%              2.00%

</TABLE>

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


                                       26
<PAGE>


(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).

(3) After first year subsequent service fees are paid quarterly in arrears.

(4) Includes new investments  aggregated with investments  since the last annual
reset.  John  Hancock  Funds  may  take  recent   redemptions  into  account  in
determining if an investment qualifies as a new investment.

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

*Retirement  investments  only.  These include  traditional,  Roth and Education
IRAs, SIMPLE IRAs, SIMPLE 401(k),  Rollover IRA, TSA, 457, 403(b), 401(k), Money
Purchase  Pension  Plan,  profit-sharing  plan  and  other  retirement  plans as
described in the Internal Revenue Code.


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.


                                       27
<PAGE>


INITIAL SALES CHARGE ON CLASS A AND CLASS C 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").  The Fund no longer
issues share certificates,  all shares are electronically recorded. 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 Class A and Class C 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:

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.


                                       28
<PAGE>


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        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:


         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 C shares may be offered without a front-end sales charge to:

o       Retirement  plans for which John  Hancock  Signature  Services  performs
        employer  sponsored plan recordkeeping  services.  (these types of plans
        include  401(k),  money  purchase  pension,  profit  sharing  and SIMPLE
        401(k)).

o        An investor who buys through a Merrill Lynch omnibus account.  However,
         a CDSC may apply if the shares are sold within 12 months of purchase.

Class A and Class C 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 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.

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 individual's)
qualified retirement and non-qualified plan investments can be combined to take
advantage of this privilege.


                                       29
<PAGE>


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  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 applied (including accumulations and combinations) had the
LOI been for the amount actually invested.

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

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge. Class B 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 or on shares derived from
reinvestment of dividends or capital gains distributions.


                                       30
<PAGE>


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 subject
to a 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 Class B 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 account 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:


                                       31
<PAGE>


*        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  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 shares by retirement plans that invested through
         the PruArray Program sponsored by Prudential Securities.

*        Redemptions  of Class A shares  made after one year from the  inception
         date of a retirement plan at John Hancock for which John Hancock is the
         recordkeeper.

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.


                                       32
<PAGE>

<TABLE>
<CAPTION>

         <S>                   <C>               <C>              <C>               <C>               <C>

----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP) 457 & 408
                        (SEPs & Simple
                        IRAs)
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or Disability     Waived            Waived            Waived           Waived            Waived
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Plan     Not Waived        Not Waived        Not Waived       Not Waived        N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Excess        Waived            Waived            Waived           Waived            N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</TABLE>

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


                                       33
<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 500 Index Fund and John Hancock
Intermediate  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 retirement plan (for which John Hancock is the recordkeeper) exchanges the
plan's Class A account in its entirety from the Fund to a non-John Hancock
investment, the one-year CDSC applies.


If a shareholder exchanges Class B shares purchased prior to January 1, 1994 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


                                       34
<PAGE>


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.

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.


                                       35
<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).


PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

Shares of the Fund may be purchased or redeemed through certain  broker-dealers.
Brokers  may charge for their  services  or place  limitations  on the extent to
which  you may use the  services  of the  Fund.  The Fund will be deemed to have
received  a  purchase  or  redemption  order when an  authorized  broker,  or if
applicable,  a broker's authorized designee,  receives the order. If a broker is
an  agent  or  designee  of the  Fund,  orders  are  processed  at the NAV  next
calculated  after the broker  receives the order.  The broker must segregate any
orders it  receives  after the close of  regular  trading  on the New York Stock
Exchange  and  transmit  those  orders  to the  Fund for  execution  at NAV next
determined.  Some brokers that maintain nominee accounts with the Fund for their
clients charge an annual fee on the average net assets held in such accounts for
accounting,  servicing,  and distribution  services they provide with respect to
the underlying Fund shares. The Adviser,  the Fund, and John Hancock Funds, Inc.
(the Fund's principal distributor), share in the expense of these fees.

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 and
classes, without further action by shareholders. As of the date of this
Statement of Additional Information, the Trustees have authorized shares of the
Fund and five other series. Additional series may be added in the future. 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 of 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 which class of 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.


                                       36
<PAGE>


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.

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


                                       37
<PAGE>


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.

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.


                                       38
<PAGE>


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
Subadviser and whether the Adviser and the  Subadviser  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 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 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.


                                       39
<PAGE>


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 $ of capital loss carryforwards  available to the
extent provided by regulations, to offset future net realized capital gains.
The whole amount of $         expire October 31,     .

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.

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.


                                       40
<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,
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.

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


                                       41
<PAGE>


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.

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, Form
W-8BEN or other  authorized  withholding  certificate  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.


                                       42
<PAGE>


CALCULATION OF PERFORMANCE


As of October 31, 2000, the average annual total returns for Class A shares of
the Fund for the 1 year, 5 year and 10 year periods were %, % and %,
respectively.

As of October 31 2000,  the average  annual total  returns for Class B shares of
the Fund for the 1 year and 5 year periods and since  commencement of operations
on March 7, 1994 were %, % and %, respectively.

As of October 31, 2000,  the  cumulative  total return for Class C shares of the
Fund since commencement of operations on March 1, 1999 was %.


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.


                                       43
<PAGE>


From time to time,  in reports  and  promotional  literature,  the Fund's  total
return  will be compared  to indices of mutual  funds such as Lipper  Analytical
Services,  Inc.'s  "Lipper  -  Mutual  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, and excerpts from,
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
Conduct Rules 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.


                                       44
<PAGE>


To the extent  consistent  with the foregoing,  the Fund will be governed in the
selection of brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research  information and to a
lesser extent statistical assistance furnished to the Adviser and the Subadviser
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  Subadviser.  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
Subadviser,  and,  conversely,  brokerage  commissions and spreads paid by other
advisory   clients  of  the  Adviser  and  Subadviser  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 Advisers,  together with the Subadviser, will be primarily responsible
for the allocation of the Fund's brokerage business,  the policies and practices
of the  Adviser  and  Subadviser  in this  regard  must be  consistent  with the
foregoing and at all times  subject to review by the Trustees.  For fiscal years
ended October 31, 1998, 1999 and 2000, the Fund paid  negotiated  commissions of
$508,335, $592,530 and $ , respectively.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay to a broker-dealer which provides brokerage and research services to the
Fund an amount of disclosed commission in excess of the commission which another
broker- dealer would have charged for effecting that transaction.  This practice
is subject  to a good faith  determination  by the  Trustees  that such price is
reasonable  in  light  of the  services  provided  and to such  policies  as the
Trustees may adopt from time to time.  During the fiscal year ended  October 31,
2000,  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 (until January 1, 1999,
John Hancock  Distributors,  Inc.) ("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, 1999 and 2000, the Fund paid $25,025, $0
and $ , respectively 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


                                       45
<PAGE>


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 Subadviser, 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 or Subadviser 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 Subadviser may
average  the  transactions  as to price and  allocate  the  amount of  available
investments in a manner which the Adviser or Subadviser believes to be equitable
to each  client,  including  the Fund.  Because of this,  client  accounts  in a
particular  style may sometimes not sell or acquire  securities as quickly or at
the same prices as they might if each were managed and traded individually.

For  purchases  of equity  securities,  when a complete  order is not filled,  a
partial  allocation  will be made to each  account  pro rata  based on the order
size.  For high demand issues (for example,  initial public  offerings),  shares
will be  allocated  pro rata by account  size as well as on the basis of account
objective,  account  size ( a small  account's  allocation  may be  increased to
provide it with a meaningful  position),  and the account's other  holdings.  In
addition,  an account's  allocation may be increased if that account's portfolio
manager was  responsible  for generating  the  investment  idea or the portfolio
manager  intends to buy more shares in the  secondary  market.  For fixed income
accounts, generally securities will be allocated when appropriate among accounts
based on account size, except if the accounts have different objectives or if an
account is too small to get a  meaningful  allocation.  For new  issues,  when a
complete order is not filled, a partial  allocation will be made to each account
pro rata based on the order size.  However, if a partial allocation is too small
to be  meaningful,  it may be  reallocated  based  on such  factors  as  account
objectives,  duration  benchmarks  and  credit  and  sector  exposure.  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 or  Subadviser  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.


                                       46
<PAGE>


INDEPENDENT AUDITORS


The independent auditors of the Fund are __________________________  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).


                                      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

















                                      F-1
<PAGE>


                      JOHN HANCOCK CONSUMER INDUSTRIES FUND

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

                                  March 1, 2001

This Statement of Additional Information provides information about John Hancock
Consumer  Industries  Fund (the "Fund") in addition to the  information  that is
contained in the Fund's current  Prospectus  (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, Massachusetts 02217-1000
                                 1-800-225-5291


                                TABLE OF CONTENTS
                                                                            Page

Organization of the Fund..................................................     2
Investment Objective and Policies.........................................     2
Investment Restrictions...................................................    13
Those Responsible for Management..........................................    15
Investment Advisory and Other Services....................................    20
Distribution Contracts....................................................    22
Sales Compensation........................................................    24
Net Asset Value...........................................................    26
Initial Sales Charge on Class A Shares....................................    26
Deferred Sales Charge on Class B and Class C Shares.......................    29
Special Redemptions.......................................................    33
Additional Services and Programs..........................................    33
Purchase and Redemptions through Third Parties............................    35
Description of the Fund's Shares..........................................    35
Tax Status................................................................    36
Calculation of Performance................................................    41
Brokerage Allocation......................................................    42
Transfer Agent Services...................................................    44
Custody of Portfolio......................................................    44
Independent Auditors......................................................    45
Appendix A- Description of Investment Risk................................   A-1
Appendix B-Description of Bond 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.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The  Adviser  is an  indirect,  wholly-owned  subsidiary  of John  Hancock  Life
Insurance  Company  (formerly 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 Life
Company is wholly owned by John  Hancock  Financial  Services,  Inc., a Delaware
corporation organized in February, 2000.

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
non-fundamental and may be changed by the Trustees without shareholder approval.
There is no assurance that the Fund will achieve its investment objective.

The Fund's investment objective is long-term capital appreciation. To pursue
this goal, the Fund normally invests at least 65% of assets in stocks of U.S.
and foreign consumer industries companies. These companies are principally
engaged in providing goods and services to consumers. These include retail sales
companies, which merchandise finished goods and services to consumers, as well
as companies that manufacture, market, or distribute goods, products or services
to consumers. Consumer industries companies may be involved in the following
areas: durable goods, such as homes, automobiles, computers, major appliances,
boats and furniture; non-durable goods such as food, beverages, tobacco,
apparel, health care products and household products; consumer services such as
lodging, restaurants, theme parks, and car rentals; and other goods and
services, such as television broadcasts and motion pictures. The Fund may also
invest in companies that offer products or services with the potential to
improve the economics of the companies referenced above. Because the Fund is
non-diversified, it may invest more than 5% of total assets in the securities of
individual companies. (See "Non-Diversification" below.)


The Fund may invest in preferred  stocks and other types of  equities.  The Fund
may also make  limited use of certain  derivatives  (investments  whose value is
based on indices, securities or currencies).

In managing the portfolio,  the managers seek to invest in  attractively  valued
and growing companies that possess a sustainable  competitive advantage in their
industry that may be overlooked or undervalued by other investors.  Although all
investment decisions are based upon bottom-up,  fundamental research, this stock
selection  process  is  performed  within the  context  of an overall  portfolio
construction/monitoring process that seeks to mitigate unnecessary risk

When  making  investment  decisions,  the  managers  begin  with a  universe  of
approximately  4,000  companies  and screen down to a subset of  companies  that
produce goods and/or services,  which are purchased directly by consumers in the
final form. At this point,  the managers  segment the pool of companies based on
their financial metrics such as strong balance sheets and sales,  earnings,  and
cash flow growth.

In choosing individual securities, the managers focus on fundamental financial
analysis. Once their screening process has identified and stratified the target
group of companies, they scrutinize the ecosystem of each company and seek to
identify the appropriate valuation range warranted by the current and expected
future fundamentals. Ultimately, they attempt to buy the securities of companies
that are undervalued following this analysis, if there is a reasonable
expectation of a re-valuation catalyst in the near-term. On the other hand, they
seek to sell the securities of companies that they believe are overvalued, if
there is a reasonable expectation of a re-valuation catalyst in the near-term.


                                       2
<PAGE>


The management  team purchases  companies  meeting their  screening  criteria if
they:  (1) exhibit the potential for  sustainable  competitive  advantages  over
their peers, such as market  dominance,  management  excellence,  global brands,
distribution  strength,  technological  leadership/innovation,  competitive cost
structure, and superior  products/services;  (2) have demonstrated an ability to
transform these advantages into strong sales and profit growth relative to their
industry  group;  and (3) are  attractively  priced at a discount  to the team's
expectation of their intrinsic value and on a relative valuation basis. Relative
valuation can mean valuation versus peers, valuation versus historical norms, or
valuations  versus companies in other industries  facing similar growth dynamics
and characteristics.

Risks  of  the  Consumer  Industries:  Since  the  Fund's  investments  will  be
concentrated in the consumer industries, it will be subject to risks in addition
to those that apply to the  general  equity and debt  markets.  Events may occur
which  significantly  affect  the sector as a whole or a  particular  segment in
which the Fund invests.  Accordingly,  the Fund may be subject to greater market
volatility than a fund that does not concentrate in a particular economic sector
or industry.  Thus, it is  recommended  that an investment in the Fund be only a
portion of your overall investment portfolio.

The consumer industries can be significantly  affected by the performance of the
overall economy, interest rates, and consumer confidence. In addition, companies
in the consumer  industries may have unpredictable  earnings due to factors such
as intense  competition  and changes in consumer  tastes,  disposable  household
income, and demographics.

Non-Diversification:  The Fund has elected  "non-diversified"  status  under the
Investment  Company Act of 1940 and may invest  more than 5% of total  assets in
securities  of a single  company.  However,  the Fund intends to comply with the
diversification  standards  applicable to regulated  investment  companies under
Subchapter M of the Internal Revenue Code of 1986, as amended.  In order to meet
these standards,  among other requirements,  at the close of each quarter of its
taxable  year (a) at least 50% of the value of the Fund's  total  assets must be
represented by one or more of the following:  (i) cash and cash items, including
receivables;   (ii)  U.S.  Government  securities;  (iii)  securities  of  other
regulated investment  companies;  and (iv) securities (other than those in items
(ii)  and  (iii)  above)  of any one or more  issuers  as to  which  the  Fund's
investment  in an issuer  does not  exceed 5% of the value of the  Fund's  total
assets  (valued  at time of  purchase);  and (b) not more  than 25% of its total
assets (valued at time of purchase) may be invested in the securities of any one
issuer (other than U.S.  Government  securities or securities of other regulated
investment companies).

The Fund's  strategy of investing in a limited number of stocks may increase the
volatility of the Fund's investment performance.  If the stocks the Fund invests
in perform  poorly,  the Fund could incur greater losses than if it had invested
in a larger number of stocks.  As a result,  the net asset value of the Fund can
be  expected  to  fluctuate  more  than  the net  asset  value  of a  comparable
"diversified" fund.

Preferred stocks. The Fund may invest in preferred stocks. Preferred stock
generally has a preference to dividends and, upon liquidation, over an issuer's
common stock but ranks junior to debt securities in an issuer's capital
structure. Preferred stock generally pays dividends in cash (or additional
shares of preferred stock) at a defined rate but, unlike interest payments on


                                       3
<PAGE>


debt securities, preferred stock dividends are payable only if declared by the
issuer's board of directors. Dividends on preferred stock may be cumulative,
meaning that, in the event the issuer fails to make one or more dividend
payments on the preferred stock, no dividends may be paid on the issuer's common
stock until all unpaid preferred stock dividends have been paid. Preferred stock
also may be subject to optional or mandatory redemption provisions.

Convertible securities.  The Fund may invest in convertible securities which may
include   corporate  notes  or  preferred  stock.   Investments  in  convertible
securities   are  not   subject  to  the  rating   criteria   with   respect  to
non-convertible debt obligations.  As with all debt securities, the market value
of  convertible  securities  tends to decline as interest  rates  increase  and,
conversely,  to  increase  as  interest  rates  decline.  The  market  value  of
convertible  securities can also be heavily dependent upon the changing value of
the equity  securities into which such securities are convertible,  depending on
whether the market  price of the  underlying  security  exceeds  the  conversion
price.  Convertible  securities  generally  rank  senior to common  stocks in an
issuer's capital  structure and consequently  entail less risk than the issuer's
common stock. However, the extent to which such risk is reduced depends upon the
degree to which the convertible security sells above its value as a fixed-income
security.

Government  Securities.  The Fund may invest in government  securities.  Certain
U.S. Government securities,  including U.S. Treasury bills, notes and bonds, and
Government National Mortgage Association certificates ("GNMA"), are supported by
the full faith and credit of the United  States.  Certain other U.S.  Government
securities,  issued or  guaranteed by Federal  agencies or government  sponsored
enterprises,  are not  supported  by the full  faith and  credit  of the  United
States,  but may be supported by the right of the issuer to borrow from the U.S.
Treasury. These securities include obligations of the Federal Home Loan Mortgage
Corporation   ("FHLMC"),   and  obligations  supported  by  the  credit  of  the
instrumentality,  such as Federal National Mortgage  Association Bonds ("FNMA").
No  assurance  can be given  that the U.S.  Government  will  provide  financial
support to such Federal agencies, authorities,  instrumentalities and government
sponsored enterprises in the future.

Debt  securities.  The Fund may invest in debt  obligations.  Debt securities of
corporate and  governmental  issuers in which the Fund may invest are subject to
the risk of an issuer's inability to meet principal and interest payments on the
obligations  (credit  risk) and may also be subject to price  volatility  due to
such  factors  as  interest   rate   sensitivity,   market   perception  of  the
creditworthiness of the issuer and general market liquidity (market risk).

Short-Term   Bank  and   Corporate   Obligations.   The  Fund  may   invest   in
depository-type obligations of banks and savings and loan associations and other
high quality money market  instruments  consisting of short-term  obligations of
the U.S.  Government or its agencies and commercial  paper rated at least P-1 by
Moody's or A-1 by  Standard & Poor's.  Commercial  paper  represents  short-term
unsecured  promissory  notes  issued  in  bearer  form by banks or bank  holding
companies,  corporations and finance companies.  Depository-type  obligations in
which the Fund may invest include certificates of deposit,  bankers' acceptances
and fixed time deposits.  Certificates  of deposit are  negotiable  certificates
issued  against funds  deposited in a commercial  bank for a definite  period of
time and earning a specified return.

Bankers' acceptances are negotiable drafts or bills of exchange, normally drawn
by an importer or exporter to pay for specific merchandise, which are "accepted"
by a bank, meaning, in effect, that the bank unconditionally agrees to pay the
face value of the instrument at maturity. Fixed time deposits are bank
obligations payable at a stated maturity date and bearing interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation. There are no
contractual restrictions on the right to transfer a beneficial interest in a


                                       4
<PAGE>


fixed time deposit to a third party, although there is no market for such
deposits. Bank notes and bankers' acceptances rank junior to domestic deposit
liabilities of the bank and pari passu with other senior, unsecured obligations
of the bank. Bank notes are not insured by the Federal Deposit Insurance
Corporation or any other insurer. Deposit notes are insured by the Federal
Deposit Insurance Corporation only to the extent of $100,000 per depositor per
bank.

Ratings as Investment  Criteria.  In general,  the ratings of Moody's  Investors
Service,  Inc. ("Moody's") and Standard & Poor's Ratings Group ("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 debt 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 the minimum  required  for purchase by
the Fund. Neither of these events will require the sale of the securities by the
Fund.

Investments  in  Foreign  Securities.  The  Fund  may  invest  directly  in  the
securities of foreign  issuers as well as securities in the form of sponsored or
unsponsored American Depository Receipts ("ADRs"),  European Depository Receipts
("EDRs"),  Global  Depository  Receipts (GDRs),  convertible  preferred  stocks,
preferred stocks and warrants or other securities convertible into securities of
foreign  issuers.  ADRs are receipts  typically  issued by a U.S.  bank or trust
company which evidence  ownership of underlying  securities  issued by a foreign
corporation.  EDRs are  receipts  issued  in  Europe  which  evidence  a similar
ownership  arrangement.  Issuers  of  unsponsored  ADRs  are  not  contractually
obligated to disclose material information,  including financial information, in
the United  States.  Generally,  ADRs are designed for use in the United  States
securities markets and EDRs are designed for use in European securities markets.

An investment in foreign securities including ADRs may be affected by changes in
currency rates and in exchange control regulations.  Issuers of unsponsored ADRs
are not  contractually  obligated  to disclose  material  information  including
financial information,  in the United States and, therefore,  there may not be a
correlation  between such  information  and the market value of the  unsponsored
ADR. Foreign companies may not be subject to accounting  standards or government
supervision  comparable  to U.S.  companies,  and there is often  less  publicly
available  information  about their  operations.  Foreign  companies may also be
affected by political or financial instability abroad. These risk considerations
may be intensified in the case of investments in ADRs of foreign  companies that
are located in emerging  market  countries.  ADRs of companies  located in these
countries  may have limited  marketability  and may be subject to more abrupt or
erratic price movements.

Foreign Currency Transactions. The Fund may engage in foreign currency
transactions. Foreign currency 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
hedge against fluctuations in currency exchange rates affecting a particular
transaction or portfolio position. 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. The Fund will not
engage in speculative forward foreign currency exchange transactions.


                                       5
<PAGE>


If the Fund purchases a forward contract, the Fund will segregate cash or liquid
securities  in a separate  account 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 in forward 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.

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.


                                       6
<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.

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 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 and the expense of enforcing its rights.

Reverse Repurchase Agreements and Other Borrowings. 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 the securities
(plus any accrued interest thereon) under such agreements.

The Fund will not enter into reverse repurchase  agreements and other borrowings
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 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 Advisers 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 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
on illiquid investments. The Trustees have adopted guidelines and delegate to
the Advisers the daily function of determining the monitoring and 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.


                                       7
<PAGE>


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 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."

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.


                                       8
<PAGE>


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.  However,  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.


                                       9
<PAGE>


Futures  Contracts and Options on Futures  Contracts.  The Fund may purchase and
sell futures  contracts  based on various  securities  (such as U.S.  Government
securities) and securities  indices,  foreign currencies and any other financial
instruments  and  indices and  purchase  and write call and put options on these
futures contracts. The Fund may purchase and sell futures and options on futures
for  hedging  or other  non-speculative  purposes.  The Fund may also enter into
closing  purchase and sale  transactions  with respect to any of these contracts
and options.  All futures contracts entered into by a 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 a Fund proposes to acquire or the
exchange  rate of currencies  in which the  portfolio  securities  are quoted or
denominated.  When  securities  prices are falling,  a Fund can seek to offset a
decline in the value of its  current  portfolio  securities  through the sale of
futures  contracts.  When  securities  prices are  rising,  a 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. A
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.

A Fund may,  for  example,  take a "short"  position  in the  futures  market by
selling futures contracts in an attempt to hedge against an anticipated  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 a Fund  or  securities  with
characteristics similar to those of the Fund's portfolio securities.  Similarly,
a 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.


                                       10
<PAGE>


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,  a 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 rates then available in the applicable  market to
be less  favorable  than prices  that are  currently  available.  Subject to the
limitations  imposed on the funds, as described  above, a 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  purchase of put and call options on futures
contracts  will give a 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, a 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 a Fund's  assets.  By writing a call
option, a 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,
a 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 each 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. A 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 or for other non-speculative purposes
as permitted by the CFTC. These purposes may include using futures and options
on futures as substitute for the purchase or sale of securities or currencies to
increase or reduce exposure to particular markets. To the extent that a 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 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.


                                       11
<PAGE>


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.

Transactions  in futures  contracts  and  options on futures  involve  brokerage
costs,  require  margin  deposits  and,  in the case of  contracts  and  options
obligating  a 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 a Fund than if it
had not entered into any futures contracts or options transactions.

Perfect  correlation  between a 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.

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  the  loaned  securities  involved  in  the
transaction.  As a  result,  the Fund may  incur a loss or,  in the event of the
borrower's bankruptcy,  the Fund may be delayed in or prevented from liquidating
the  collateral.  It is a fundamental  policy of the Fund not to lend  portfolio
securities having a total value in excess of 33 1/3 % of its total assets.

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
Restriction. 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.


                                       12
<PAGE>


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.

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, of any type or maturity,  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
higher 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.


                                       13
<PAGE>


The Fund may not:

1.       Issue senior  securities,  except as permitted by paragraphs 2, 5 and 6
         below and as  otherwise  permitted  under the 1940 Act. 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 and options on futures
         contracts, forward commitments,  forward foreign exchange contracts and
         repurchase  agreements  entered  into in  accordance  with  the  Fund's
         investment policies are not deemed to be senior securities.

2.       Borrow money, except: (i) 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;
         (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; and (v) as
         otherwise permitted under 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 purposes of the Securities Act of 1933.

4.       Purchase,  sell or  invest in real  estate,  but  subject  to its other
         investment  policies  and  restrictions  may  invest in  securities  of
         companies  that deal in real  estate or are  engaged in the real estate
         business.  These companies  include real estate  investment  trusts and
         securities secured by real estate or interests in real estate. The fund
         may hold and sell real estate acquired through default,  liquidation or
         other  distributions  of an  interest in real estate as a result of the
         fund's ownership of securities.

5.       Invest in  commodities  or  commodity  futures  contracts,  except  for
         transactions in financial derivative  contracts.  Financial derivatives
         include forward currency  contracts;  financial  futures  contracts and
         options  on  financial  futures  contracts;  options  and  warrants  on
         securities,  currencies and financial  indices;  swaps,  caps,  floors,
         collars  and  swaptions;  and  repurchase  agreements  entered  into in
         accordance with the fund's investment policies.

6.       Make loans,  except that the fund may (i) 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,  (ii) enter into  repurchase
         agreements, and (iii) 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.       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,  except that the
         Fund  will  ordinarily  invest  more  than 25% of  assets  in  consumer
         industries companies as defined in the prospectus. This limitation does
         not apply to investments  in obligations of the U.S.  Government or any
         of its agencies, instrumentalities or authorities.


                                       14
<PAGE>


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

1.       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 of 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.

2.       Invest in the securities of an issuer for the purpose of exercising
         control or management.

3.       Purchase  securities  on  margin,  except  that the Fund may  obtain
         such  short-term  credits  as may be necessary for the clearance of
         securities transactions.

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

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.

The Fund  will  invest  only in  countries  on the  Adviser's  Approved  Country
Listing.

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 and  Directors  of the Adviser or Officers  and  Directors of the
Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds").


                                       15
<PAGE>

<TABLE>
<CAPTION>

                                   Positions Held              Principal Occupation(s)
Name and Address                   With the Company            During the Past Five Years
----------------                   ----------------            --------------------------
     <S>                                  <C>                            <C>

Stephen L. Brown*                  Trustee and Chairman        Chairman and Director, John Hancock
John Hancock Place                                             Life Insurance Company (CEO until
P.O. Box 111                                                   June 2000), John Hancock Financial
Boston, MA 02117                                               Services, Inc. (CEO until June
July 1937                                                      2000); John Hancock Advisers, Inc.
                                                               (the Adviser), John Hancock Funds,
                                                               Inc. (John Hancock Funds), The
                                                               Berkeley Financial Group, Inc. (The
                                                               Berkeley Group); Director, John
                                                               Hancock Subsidiaries, Inc.; John
                                                               Hancock Signature Services, Inc.
                                                               (Signature Services) (until January
                                                               1997); John Hancock Insurance
                                                               Agency, Inc.; (Insurance Agency),
                                                               (until May 1999); Independence
                                                               Investment Associates, Inc.,
                                                               Independence International
                                                               Associates, Inc,, Independence
                                                               Fixed Income Associates, Inc.;
                                                               Insurance Marketplace Standards
                                                               Association, Committee for Economic
                                                               Development, Ionics, Inc. (since
                                                               June 2000), Aspen Technology, Inc.
                                                               (since June 2000), Jobs for
                                                               Massachusetts, Federal Reserve Bank
                                                               of Boston (until March 1999);
                                                               Financial Institutions Center
                                                               (until May 1996), Freedom Trail
                                                               Foundation (until December 1996)
                                                               Beth Israel Hospital and
                                                               Corporation (until November 1996);
                                                               Director and Member (Beth
                                                               Israel/Deaconess Care Group),
                                                               Member, Commercial Club of Boston,
                                                               President (until April 1996);
                                                               Trustee, Wang Center for the
                                                               Performing Arts, Alfred P. Sloan
                                                               Foundation, John Hancock Asset
                                                               Management (until March 1997);
                                                               Member, Boston Compact Committee,
                                                               Mass. Capital Resource Company;
                                                               Chairman, Boston Coordinating
                                                               Committee ("The Vault") (until
                                                               April 1997).

Maureen R. Ford *                  Trustee, Vice Chairman,     President, Broker/Dealer
101 Huntington Avenue              President and Chief         Distributor, John Hancock Life
Boston, MA  02199                  Executive Officer (1,2)     Insurance Company; Vice Chairman,
March 1950                                                     Director, President and Chief
                                                               Executive Officer, the Adviser, The
                                                               Berkeley Group, John Hancock Funds;
                                                               Chairman, Director and President,
                                                               Insurance Agency, Inc.; Chairman,
                                                               Director and Chief Executive
                                                               Officer, Sovereign Asset Management
                                                               Corporation (SAMCorp.); Senior Vice
                                                               President, MassMutual Insurance Co.
                                                               (until 1999); Senior Vice
                                                               President, Connecticut Mutual
                                                               Insurance Co. (until 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.


                                       16
<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
101 Huntington Avenue                                          University School of Law (as of
Boston, MA  02199                                              1996); Director, Brookline
June 1931                                                      Bankcorp.

Richard P. Chapman, Jr.            Trustee (1)                 Chairman, President, and Chief
101 Huntington Avenue                                          Executive Officer, Brookline
Boston, MA  02199                                              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
101 Huntington Avenue                                          Senior Credit Officer, Citibank,
Boston, MA  02199                                              N.A. (retired September 1991);
January 1933                                                   Executive Vice President, Citadel
                                                               Group Representatives, Inc.;
                                                               Trustee, the Hudson City Savings
                                                               Bank (since 1995).

Leland O. Erdahl                   Trustee                     Director of Uranium Resources
101 Huntington Avenue                                          Corporation, Hecla Mining Company,
Boston, MA  02199                                              Canyon Resources Corporation and
December 1928                                                  Apollo Gold, Inc.; Director
                                                               Original Sixteen to One Mines, Inc.
                                                               (until 1999); Management Consultant
                                                               (from 1984-1987 and 1991-1998);
                                                               Director, Freeport-McMoran Copper &
                                                               Gold, Inc. (until 1997); Vice
                                                               President, Chief Financial Officer
                                                               and Director of Amax Gold, Inc.
                                                               (until 1998).

Richard A. Farrell                 Trustee                     President of Farrell, Healer & Co.,
101 Huntington Avenue                                          (venture capital management firm)
Boston, MA  02199                                              (since 1980); Prior to 1980, headed
November 1932                                                  the venture capital group at Bank
                                                               of Boston Corporation.

Gail D. Fosler                     Trustee                     Senior Vice President and Chief
101 Huntington Avenue                                          Economist, The Conference Board
Boston, MA  02199                                              (non-profit economic and business
December 1947                                                  research); Director, Unisys Corp.;
                                                               Director DHS Singapore (Financial
                                                               Services) H.B. Fuller Company; and
                                                               DBS Holdings (Singapore) (Banking
                                                               and Financial Services); Director,
                                                               National Bureau of Economic
                                                               Research (academic).


-------------------
*   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>

William F. Glavin                  Trustee                     President Emeritus, Babson College
101 Huntington Avenue                                          (as of 1997); Vice Chairman, Xerox
Boston, MA  02199101                                           Corporation (until June 1989);
March 1932                                                     Director, Caldor Inc., Reebok, Inc.
                                                               (since 1994) and Inco Ltd.

Dr. John A. Moore                  Trustee                     President and Chief Executive
101 Huntington Avenue                                          Officer, Institute for Evaluating
Boston, MA  02199                                              Health Risks, (nonprofit
February 1939                                                  institution) (since September
                                                               1989).

Patti McGill Peterson              Trustee                     Executive Director, Council for
101 Huntington Avenue                                          International Exchange of Scholars
Boston, MA  02199                                              (since January 1998), Vice
May 1943                                                       President, Institute of
                                                               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
101 Huntington Avenue                                          Administration Emeritus, Harvard
Boston, MA  02199                                              University Graduate School of
September 1931                                                 Business Administration (as of June
                                                               1998).

William L. Braman                Executive Vice President and  Executive Vice President and Chief
101 Huntington Avenue            Chief Investment Officer (2)  Investment Officer, each of the
Boston, MA 02199                                               John Hancock Funds; Executive Vice
December 1953                                                  President and Chief Investment
                                                               Officer, Barring Asset Management,
                                                               London UK (until May 2000).



-------------------
*   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>

Susan S. Newton               Vice President, Secretary and    Vice President and Chief Legal
101 Huntington Avenue         Chief Legal Officer              Officer the Adviser; John Hancock
Boston, MA 02199                                               Funds; Vice President Signature
March 1950                                                     Services (until May 2000), The
                                                               Berkeley Group, NM Capital and
                                                               SAMCorp.

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

Thomas H. Connors             Vice President and Compliance    Vice President and Compliance
101 Huntington Avenue         Officer                          Officer, the Adviser; Vice
Boston, MA  02199                                              President, John Hancock Funds, Inc.
September 1959



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


                                       19
<PAGE>


The following tables provide information regarding the compensation paid by the
Fund and the other investment companies in the John Hancock Fund Complex to the
Independent Trustees for their services. Messrs. Brown and Ms. Ford, 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 received no
compensation from the Fund for their services.



                             Aggregate             Total Compensation From the
                             Compensation from     Fund and John Hancock Fund
Independent Trustees         the Fund (1)          Complex to Trustees (2)
--------------------         -----------------     ---------------------------

Dennis J. Aronowitz               $ 25
Richard P. Chapman*                 25
William J. Cosgrove*                25
Leland O. Erdahl                    25
Richard A. Farrell                  25
Gail D. Fosler                      25
William F. Glavin*                  25
Dr. John A. Moore*                  25
Patti McGill Peterson               25
John Pratt                          25
                                 -----
Total                             $250

(1) Compensation is estimated for the current fiscal year ending October 31,
2001.

(2) Total compensation paid by the John Hancock Funds Complex to the Independent
Trustees is as of December 31, 2000. As of this date, there were sixty-nine
funds in the John Hancock Fund Complex with each of these Independent Trustees
serving on thirty-one funds.

*As of December 31, 2000, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock Funds Complex for Mr.
Chapman was $ , Mr. Cosgrove was $ , Mr. Glavin was $ and for Dr. Moore was $
under the John Hancock Group of Funds Deferred Compensation Plan for Independent
Trustees (the "Plan").

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 or
Trustees of one or more of the other funds for which the Adviser serves as
investment adviser.

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 funds in the John
Hancock  group of funds as well as retail and  institutional  privately  managed
accounts.  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
with  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.


                                       20
<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
memberships; 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:

Average Daily Net Assets                                     Annual Rate
------------------------                                     -----------
First $500,000,000                                                0.85%
Next $500,000,000                                                 0.80%
Amount over $1,000,000,000                                        0.75%

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 Adviser has agreed to limit the Fund's  expenses  (excluding  12b-1 fees) to
1.25% of the Fund's average daily net assets.  The Adviser reserves the right to
terminate this limitation in the future.

Securities  held by the  Fund may  also be held by  other  funds  or  investment
advisory  clients for which the  Adviser or its  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 its 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 its 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  the  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 by the
Adviser of its obligations and duties under the Advisory Agreement.


                                       21
<PAGE>


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  and the  Distribution  Agreement
(discussed below) was approved by all Trustees.  The 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  or  "interested
persons" of any such  parties.  Both  Agreements  may be  terminated  on 60 days
written notice by any 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.

Personnel  of the  Adviser and its  affiliates  may trade  securities  for their
personal accounts. The Fund also may hold, or may be buying or selling, the same
securities.  To prevent the Fund from being  disadvantaged,  the Adviser and its
affiliates  and the Fund  have  adopted  a code of ethics  which  restricts  the
trading activity of those personnel.

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.  These Selling  Brokers are  authorized to
designate  other  intermediaries  to receive  purchase and redemption  orders on
behalf of the Fund.  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 from
a sales  charge  imposed,  in the case of Class A and C  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.

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 shares 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 fees 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 the 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)


                                       22
<PAGE>

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 it incurs 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 with no additional liability for these
expenses to the shareholders and 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 provides the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which these  expenditures  were made. The Trustees review these reports on a
quarterly basis to determine their continued appropriateness.

The  Plans  provide  that  they  will  continue  in  effect  only so long as its
continuance is approved at least annually by a majority of both the Trustees and
the Independent Trustees.  The Plans provide that they may be terminated without
penalty, (a) by a 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, 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 the 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 the
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 the
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.


                                       23
<PAGE>


SALES COMPENSATION

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

The two primary sources of compensation payments are (1) the 12b-1 fees that are
paid out of the Fund's assets and (2) sales charges paid by investors. The sales
charges and 12b-1 fees 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 a  reallowance,  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 fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

In addition,  from time to time, John Hancock Funds, at its expense, may provide
significant  additional  compensation to financial  services firms which sell or
arrange for the sale of shares of the Fund. Such  compensation  provided by John
Hancock  Funds may  include,  for  example,  financial  assistance  to financial
services  firms in  connection  with their  conferences  or  seminars,  sales or
training programs for invited  registered  representatives  and other employees,
payment  for  travel  expenses,   including  lodging,   incurred  by  registered
representatives  and other  employees  for such  seminars or training  programs,
seminars for the public,  advertising and sales campaigns  regarding one or more
Funds,  and/or other financial  services  firms-sponsored  events or activities.
From time to time,  John  Hancock  Funds  may make  expense  reimbursements  for
special training of a financial services firm's registered  representatives  and
other employees in group meetings or to help pay the expenses of sales contests.
Other   compensation,   such  as  asset  retention   fees,   finder's  fees  and
reimbursement  for  wire  transfer  fees,  may  be  offered  to the  extent  not
prohibited by law or any self-regulatory agency, such as the NASD.


                                       24
<PAGE>


<TABLE>
<CAPTION>

                                   Sales charge             Maximum                 First year service     Maximum total
                                   paid by investors        reallowance             fee (% of net          compensation (1)
Class A investments                (% of offering price)    (% of offering price)   investment) (3)        (% 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 Class A share of
$1 million or more (4)
----------------------

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)

Retirement investments
of Class A shares of
$1 million or more *
--------------------

First $1M - $24,999,999            --                       0.75%                   0.25%                  1.00%
Next $25M -$49,999,999             --                       0.25%                   0.25%                  0.50%
Next $1 or more above that         --                       0.00%                   0.25%                  0.25%


                                                            Maximum                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class B investments                                         (% of offering price)   investment) (3)        (% of offering price)
-------------------                                         ---------------------   ---------------        ---------------------

All amounts                                                 3.75%                   0.25%                  4.00%


                                                            Maximum                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class C investments                                         (% of offering price)   Investment) (3)        (% of offering price)
-------------------                                         --------------------    ---------------        ---------------------

Amounts purchased at NAV           --                       0.75%                   0.25%                  1.00%
All amounts                        1.00%                    1.75%                   0.25%                  2.00%
</TABLE>

(1)  Reallowance  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).

(3) After first year subsequent service fees are paid quarterly in arrears.

(4) Includes new investments  aggregated with investments  since the last annual
reset.  John  Hancock  Funds  may  take  recent   redemptions  into  account  in
determining if an investment qualifies as a new investment.


                                       25
<PAGE>


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

*Retirement  investments  only.  These include  traditional,  Roth and Education
IRAs, SIMPLE IRAs, SIMPLE 401(k),  Rollover IRA, TSA, 457, 403(b), 401(k), Money
Purchase  Pension  Plan,  profit-sharing  plan  and  other  retirement  plans as
described in the Internal Revenue Code.

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 a  determination  of the Fund's NAV. If quotations
are not  readily  available,  or the value has been  materially  affected by the
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 of 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 AND CLASS C 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"). The fund no longer
issues share certificates. Shares are electronically recorded. 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.


                                       26
<PAGE>


The sales  charges  applicable to purchases of Class A and Class C 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 Charges.  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, grandparents, grandchildren, 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 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        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:


                                       27
<PAGE>



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

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

Class C shares may be offered without a front-end sales charge to:

o             Retirement  plans  for  which  John  Hancock  Signature   Services
              performs employer  sponsored plan recordkeeping  services.  (These
              types of plans include  401(k),  money  purchase  pension,  profit
              sharing and SIMPLE 401k.)

o             An investor  who buys  through a Merrill  Lynch  omnibus  account.
              However,  a CDSC may apply if the shares are sold within 12 months
              of purchase.

Class A and Class C 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 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.

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  individual's)
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 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


                                       28
<PAGE>


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 LOI of 48 months. Such an investment
(including accumulations and combinations but not including reinvested
dividends) must aggregate $50,000 or more 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 such sales  charge as may be due. By
signing  the LOI,  the  investor  authorizes  Signature  Services  to act as his
attorney-in-fact  to redeem  any  escrowed  Class A shares  and adjust the sales
charge,  if  necessary.  A LOI does not  constitute a binding  commitment  by an
investor to purchase,  or by the Fund to sell, any additional Class A shares and
may be terminated at any time.

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B 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  price or on 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


                                       29
<PAGE>


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 subject
to a 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 Class B 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  account 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" of the Prospectus.

*        Redemption  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, this waiver does not apply
         to periodic  withdrawal  plan  redemptions of Class A or Class C shares
         that are subject to a CDSC.)


                                       30
<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 shares  made after one year from the  inception
         date of a retirement plan at John Hancock for which John Hancock is the
         recordkeeper.

*        Redemption of Class A 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
IRAs,  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
         Plan/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.


                                       31
<PAGE>

<TABLE>
<CAPTION>

          <S>                  <C>               <C>               <C>             <C>               <C>

----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP) 457 & 408
                        (SEPs & Simple
                        IRAs)
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or Disability     Waived            Waived            Waived           Waived            Waived
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Plan     Not Waived        Not Waived        Not Waived       Not Waived        N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Excess        Waived            Waived            Waived           Waived            N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</TABLE>

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


                                       32
<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  shareholders  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 500 Index Fund and John Hancock
Intermediate  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 retirement plan (for which John Hancock is the recordkeeper)  exchanges the
plan's  Class A account  in its  entirety  from the Fund to a  non-John  Hancock
investment, the one-year CDSC applies.

If a shareholder exchanges Class B shares purchased prior to January 1, 1994 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


                                       33
<PAGE>


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.

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 any CDSC charged upon
the prior redemption and the new shares will continue to be subject to the CDSC.
The  holding  period of the  shares  acquired  through  reinvestment  will,  for
purposes of computing the CDSC payable upon a subsequent redemption, include the
holding period of the redeemed shares.

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

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

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

Retirement plans participating in Merrill Lynch's servicing programs:

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


                                       34
<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).

PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

Shares of the Fund may be purchased or redeemed through certain  broker-dealers.
Brokers  may charge for their  services  or place  limitations  on the extent to
which  you may use the  services  of the  Fund.  The Fund will be deemed to have
received  a  purchase  or  redemption  order when an  authorized  broker,  or if
applicable,  a broker's authorized designee,  receives the order. If a broker is
an  agent  or  designee  of the  Fund,  orders  are  processed  at the NAV  next
calculated  after the broker  receives the order.  The broker must segregate any
orders it  receives  after the close of  regular  trading  on the New York Stock
Exchange  and  transmit  those  orders  to the  Fund for  execution  at NAV next
determined.  Some brokers that maintain nominee accounts with the Fund for their
clients charge an annual fee on the average net assets held in such accounts for
accounting,  servicing,  and distribution  services they provide with respect to
the underlying Fund shares. The Adviser,  the Fund, and John Hancock Funds, Inc.
(the Fund's principal distributor), share in the expense of these fees.

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 and classes
without  further  action by  shareholders.  As of the date of this  Statement of
Additional Information, the Trustees have authorized shares of the Fund and five
other series.  Additional  series may be added in the future.  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  the
multiple-class  structures.  Similarly,  the net asset  value per share may vary
depending on which class of 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


                                       35
<PAGE>


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 Fund.  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 for 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.

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. except 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 and elected to be treated as a "regulated  investment  company"  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),  and
intends to continue to 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 distributions requirements.


                                       36
<PAGE>


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

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.

The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries  with  respect  to  their  investments  in  foreign  securities.   Tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes.  Because  more than 50% of the Fund's  assets at the close of any taxable
year will not consist of stocks or securities of foreign corporations,  the Fund
will be unable to pass such taxes through to shareholders (as additional income)
along with a corresponding entitlement to a foreign tax credit or deduction. The
Fund will  deduct the  foreign  taxes it pays in  determining  the amount it has
available for distribution to shareholders.

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 asset 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  such
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 holdings in passive foreign investment  companies or
make an available  election to minimize its tax liability or maximize its return
for these investments.

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 currencies, or payables or receivables
denominated in 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 from 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.


                                       37
<PAGE>


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  could  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 sales 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.

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  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) that in a transaction 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 the
foregoing discussion.


                                       38
<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
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 carry
forward 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.  Presently,  there are no realized  capital loss  carryforwards
available to offset future net realized capital gains.

Investment in debt obligations that are at risk of or in default present special
tax issues for the Fund.  Tax rules are not entirely  clear about issues such as
when the Fund may cease to accrue interest,  original issue discount,  or market
discount,  when and to what  extent  deductions  may be taken  for bad  debts or
worthless securities,  how payments received on obligations in default should be
allocated  between   principal  and  income,   and  whether  exchanges  of  debt
obligations  in a workout  context are  taxable.  These and other issues will be
addressed by the Fund,  in the event it acquires or holds any such  obligations,
in order to reduce the risk of distributing  insufficient income to preserve its
status as a regulated  investment company and seeks to avoid becoming subject to
Federal income or excise tax.

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 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 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 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 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 extend such basis would be reduced below
zero, that current recognition of income would be required.

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,


                                       39
<PAGE>


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 may 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 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  it  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 nor  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 Federal income tax law as applicable
to U.S. persons (i.e., U.S. citizens and 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.


                                       40
<PAGE>


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, W-8BEN
or  other  authorized  withholding   certificate  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.

CALCULATION OF PERFORMANCE

Total return is computed by finding the average annual compounded rate of return
over the 1 year, 5 year and 10 year periods that would equate the initial amount
invested to the ending redeemable value according to the following formula:


                   n _____
              T = \ /ERV/P - 1

Where:

P =      a hypothetical initial investment of $1,000.
T =      average annual total return.
n =      number of years.
ERV =    ending redeemable value of a hypothetical $1,000 investment made at the
         beginning of the 1 year, 5 year, and 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 or Class
C shares or the CDSC on Class B or Class C shares into  account.  Excluding  the
Fund's  sales  charge on Class A and  Class C shares  and the CDSC on Class B or
Class C shares from a total  return  calculation  produces a higher total return
figure.

The Fund may advertise yield, where appropriate. The Fund's yield is computed by
dividing net investment  income per share  determined for a 30-day period by the
maximum  offering price per share (which  includes the full sales charge) on the
last day of the period, according to the following standard formula:


                                       41
<PAGE>


                                               6
                  Yield = 2 ( [ ( a - b ) + 1 ] - 1 )
                                 -------
                                   cd

Where:

         a =      dividends and interest earned during the period.
         b =      net expenses accrued during the period.
         c =      the average daily number of fund shares  outstanding  during
                  the period that would be entitled to receive dividends.
         d =      the maximum offering price per share on the last day of the
                  period (NAV where applicable).

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,  total return and yield 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, and excerpts from,
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 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  Adviser  pursuant  to
recommendations made by an investment  committee of the Adviser,  which consists
of officers  and  directors  of the  Adviser and  affiliates  and  officers  and
Trustees who are interested  persons of the Fund. Orders for purchases and sales
of securities are placed in a manner which, in the opinion of the 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
makers 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


                                       42
<PAGE>


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
Conduct Rules 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 brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research information and, to a
lesser extent,  statistical  assistance furnished to the Adviser of the Fund and
their value and expected  contribution to the performance of the Fund. It is not
possible to place a dollar value on information and services to be received from
brokers and dealers,  since it is only  supplementary to the research efforts of
the  Adviser.  The receipt of  research  information  is not  expected to reduce
significantly  the  expenses  of  the  Adviser.  The  research  information  and
statistical  assistance  furnished  by brokers  and dealers may benefit the Life
Insurance  Company or other advisory  clients of the Adviser,  and,  conversely,
brokerage  commissions and spreads paid by other advisory clients of the Adviser
may result in research information and statistical  assistance beneficial to the
Fund. The Fund will not make commitments to allocate portfolio transactions upon
any prescribed basis. While the Adviser's officers will be primarily responsible
for  the  allocation  of the  Fund's  brokerage  business,  their  policies  and
practices in this regard must be  consistent  with the foregoing and will at all
times be subject to review by the Trustees.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay a broker which provides  brokerage and research  services to the Fund an
amount of disclosed  commission in excess of the commission which another broker
would have charged for effecting that transaction. This practice is subject to a
good faith  determination  by the Trustees that such commission is reasonable in
light of the services  provided  and to such  policies as the Trustees may adopt
from time to time.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of Signator Investors, Inc., a broker-dealer (until January 1, 1999,
John Hancock Distributors, Inc.) "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 the 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


                                       43
<PAGE>


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
include elements of research and related investment skills, such research and
related skills will not be used by the Affiliated Broker as a basis for
negotiating commissions at a rate higher than that determined in accordance with
the above criteria.

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. Because of
this,  client  accounts in a particular  style may sometimes not sell or acquire
securities  as quickly or at the same prices as they might if each were  managed
and traded individually.

For  purchases  of equity  securities,  when a complete  order is not filled,  a
partial  allocation  will be made to each  account  pro rata  based on the order
size.  For high demand issues (for example,  initial public  offerings),  shares
will be  allocated  pro rata by account  size as well as on the basis of account
objective,  account  size ( a small  account's  allocation  may be  increased to
provide it with a meaningful  position),  and the account's other  holdings.  In
addition,  an account's  allocation may be increased if that account's portfolio
manager was  responsible  for generating  the  investment  idea or the portfolio
manager  intends to buy more shares in the  secondary  market.  For fixed income
accounts, generally securities will be allocated when appropriate among accounts
based on account size, except if the accounts have different objectives or if an
account is too small to get a  meaningful  allocation.  For new  issues,  when a
complete order is not filled, a partial  allocation will be made to each account
pro rata based on the order size.  However, if a partial allocation is too small
to be  meaningful,  it may be  reallocated  based  on such  factors  as  account
objectives,  duration  benchmarks  and  credit  and  sector  exposure.  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 and $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 allocated to each class on the basis of
their relative net asset value.

CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Fund and State Street Bank & Trust  Company,  225  Franklin  Street,
Boston,  Massachusetts 02110. Under the custodian agreement, State Street Bank &
Trust Company performs custody, portfolio and fund accounting services.


                                       44
<PAGE>


INDEPENDENT AUDITORS

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






                                       45
<PAGE>


APPENDIX A - 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).  Incomplete correlation can result
in  unanticipated  risks.  (e.g.,  short sales,  financial  futures and options;
securities and index options, currency contracts).

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.,  borrowing;   reverse  repurchase  agreements,   repurchase
agreements,  securities  lending,   non-investment-grade  securities,  financial
futures and options; securities and index options).

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.,  foreign
equities,  financial futures and options; securities and index options, currency
contracts).

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

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.,
non-investment-grade  securities,  financial futures and options; securities and
index options).

Leverage risk  Associated  with securities or practices (such as borrowing) that
multiply  small index or market  movements  into large changes in value.  (e.g.,
borrowing;  reverse repurchase  agreements,  when-issued  securities and forward
commitments).


                                      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.  (e.g.,  short  sales,   financial  futures  and  options
     securities and index options; currency contracts).

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. (e.g., short sales,  financial futures
     and options securities and index options; currency contracts).

o    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.,  non-investment-grand securities,
     short sales,  restricted  and illiquid  securities,  financial  futures and
     options securities and index options; currency contracts).

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 the price  originally  paid for it, or 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, non-investment-grade securities,
foreign equities,  financial  futures and options;  securities and index options
restricted and illiquid securities).

Natural event risk The risk of losses attributable to natural disasters, crop
failures and similar events. (e.g., foreign equities).

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;
financial   futures  and  options;   securities  and  index  options,   currency
contracts).

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 equities).

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 securities,
restricted and illiquid securities).


                                      A-2
<PAGE>


APPENDIX B

Description of Bond Ratings

The ratings of Moody's  Investors  Service,  Inc. and Standard & Poor's  Ratings
Group  represent  their  opinions as to the quality of various debt  instruments
they  undertake to rate. It should be  emphasized  that ratings are not absolute
standards of quality.  Consequently,  debt  instruments  with the same maturity,
coupon and rating may have different  yields while debt  instruments of the same
maturity and coupon with different ratings may have the same yield.

MOODY'S INVESTORS SERVICE, INC.

Aaa: 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.

Aa: 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 fluctuations 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.

A: 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 at some time in the future.

Baa: 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.

Ba:  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.

B: Bonds  which are rated B  generally  lack the  characteristics  of  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.


                                      B-1
<PAGE>


STANDARD & POOR'S RATINGS GROUP

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

AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest 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 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:  Debt  rated  BB,  and  B 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 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.

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>


FINANCIAL STATEMENTS









                                      F-1
<PAGE>

                        JOHN HANCOCK COMMUNICATIONS FUND

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

                                  March 1, 2001

This Statement of Additional Information provides information about John Hancock
Communications  Fund  (the  "Fund")  in  addition  to the  information  that  is
contained in the Fund's current  Prospectus  (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..................................................     16
Those Responsible for Management.........................................     18
Investment Advisory and Other Services...................................     24
Distribution Contracts...................................................     26
Sales Compensation.......................................................     27
Net Asset Value..........................................................     29
Initial Sales Charge on Class A and Class C Shares.......................     30
Deferred Sales Charge on Class B and Class C Shares......................     33
Special Redemptions......................................................     37
Additional Services and Programs.........................................     37
Purchases and Redemptions Through Third Parties..........................     39
Description of the Fund's Shares.........................................     39
Tax Status...............................................................     41
Calculation of Performance...............................................     46
Brokerage Allocation.....................................................     48
Transfer Agent Services..................................................     50
Custody of Portfolio.....................................................     50
Independent Auditors.....................................................     50
Appendix A- Description of Investment Risk...............................    A-1
Appendix B-Description of Bond Ratings...................................    B-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.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The  Adviser  is an  indirect  wholly  owned  subsidiary  of John  Hancock  Life
Insurance  Company  (formerly 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 Life
Company is wholly owned by John  Hancock  Financial  Services,  Inc., a Delaware
Corporation, organized in February, 2000.

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 of the Fund is
non-fundamental and may be changed by the Trustees without shareholder approval.
There is no assurance that the Fund will achieve its investment objective.

The Fund's  investment  objective is long-term capital  appreciation.  To pursue
this goal,  the Fund  normally  invests at least 65% of assets in stocks of U.S.
and foreign communications companies. These companies are principally engaged in
the  research,  development,  manufacture  or sale of  communications  services,
technology,  equipment or products.  These may include,  for example,  companies
involved in: local and long distance telephone  services or equipment;  cellular
and other wireless communications;  paging; personal  communications;  local and
wide  area  network  services  or  equipment;  video  conferencing;  fiber-optic
transmission;  satellite,  microwave, cable and other pay television services or
equipment;  and  Internet-related  services  or  equipment,  including  Internet
service  providers,  web hosting and web content providers and Internet portals.
Because the Fund is non-diversified,  it may invest more than 5% of total assets
in the securities of individual companies. (See "Non-Diversification" below.)

In managing the portfolio,  the managers invest primarily in equity  securities.
They look for  companies  that have the potential  for  sustainable  competitive
advantages relative to their industry peers.  Although all investment  decisions
are based upon bottom-up,  fundamental research, this stock selection process is
performed  within the  context of an overall  portfolio  construction/monitoring
process that seeks to mitigate specific risks.

When seeking to identify potential investments, the managers begin with a
universe of over 500 companies that meet the requirements set out above and that
generally have a market capitalization of at least $500 million. They then
screen for relative valuation and growth trends according to several different
metrics, because these companies will often be in different stages of
development or in different industries, and will generally have widely differing
cost structures and outlooks. These metrics include traditional factors such as
revenue, cash-flow, profitability and earnings growth, but also include
"inflexion point" analyses such as incremental margin evolution, changes in ROE
and ROA, returns on incremental Capital expenditures, and fixed / variable
cost-structure forecasting.


                                       2
<PAGE>


The managers focus  primarily on  fundamental  research.  While their  screening
process is useful in determining  aggregate  industry trends and in pointing out
potentially  interesting  individual  securities,  their investment style relies
heavily  on  fundamental,  company-specific  research.  In  choosing  individual
securities,  the managers attempt to systematically generate their own forecasts
on a 1-3 year horizon,  taking into account the most pertinent  metrics for that
company.  They purchase securities of companies meeting their screening criteria
if they: (1) exhibit the potential for sustainable  competitive  advantages over
their  peers,  such  as:  first-mover  advantage,  niche  or  market  dominance,
management excellence, sustainable cost advantages,  technological leadership or
innovation,  or  leading  products  and  services;  (2)  have  demonstrated  the
potential to translate  these  advantages  into superior sales and profit growth
relative to their  industry  group or the wider  market in general;  and (3) are
attractively  priced on a relative valuation basis,  using  internally-generated
forecasts and estimates.  Relative  valuation can mean  valuation  versus peers,
valuation  versus  historical  norms,  or valuations  versus  companies in other
industries facing similar growth dynamics and characteristics.

Risks  of  Communications   Sector:   Since  the  Fund's   investments  will  be
concentrated  in the  communications  sector,  it will be  subject  to  risks in
addition to those that apply to the general equity and debt markets.  Events may
occur which  significantly  affect the sector as a whole or a particular segment
in which the Fund  invests.  Accordingly,  the Fund may be  subject  to  greater
market volatility than a fund that does not concentrate in a particular economic
sector or industry.  Thus, it is  recommended  that an investment in the Fund be
only a portion of your overall investment portfolio.

Communications  companies may face special  risks.  For example,  communications
companies are subject to significant  competitive pressures,  such as aggressive
pricing  and  competition  for  market  share.  They also face the risk that new
services,  products  or  technologies  may  not be  accepted  by  consumers  and
businesses or will become quickly obsolete.  Finally,  communications  companies
may face the  risk  that  they  will  fail to  obtain  financing  or  regulatory
approval.

Smaller Companies: Some communications companies are smaller companies.  Smaller
capitalization  companies may have limited  product lines,  market and financial
resources,  or they may be dependent on smaller or less  experienced  management
groups.  In  addition,  trading  volume  for these  securities  may be  limited.
Historically,  the market price for these securities has been more volatile than
for securities of companies with greater capitalization.  However, securities of
companies with smaller  capitalizations  may offer greater potential for capital
appreciation since they may be overlooked and thus undervalued by investors.

Non-Diversification: The Fund has elected "non-diversified" status under the
Investment Company Act of 1940 and may invest more than 5% of total assets in
securities of a single company. However, the Fund intends to comply with the
diversification standards applicable to regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended. In order to meet
these standards, among other requirements, at the close of each quarter of its
taxable year (a) at least 50% of the value of the Fund's total assets must be
represented by one or more of the following: (i) cash and cash items, including


                                       3
<PAGE>


receivables; (ii) U.S. Government securities; (iii) securities of other
regulated investment companies; and (iv) securities (other than those in items
(ii) and (iii) above) of any one or more issuers as to which the Fund's
investment in an issuer does not exceed 5% of the value of the Fund's total
assets (valued at time of purchase); and (b) not more than 25% of its total
assets (valued at time of purchase) may be invested in the securities of any one
issuer (other than U.S. Government securities or securities of other regulated
investment companies).

The Fund's  strategy of investing in a limited number of stocks may increase the
volatility of the Fund's investment performance.  If the stocks the Fund invests
in perform  poorly,  the Fund could incur greater losses than if it had invested
in a larger number of stocks.  As a result,  the net asset value of the Fund can
be  expected  to  fluctuate  more  than  the net  asset  value  of a  comparable
"diversified" fund.

Preferred  stocks.  The Fund may invest in  preferred  stocks.  Preferred  stock
generally has a preference to dividends and, upon liquidation,  over an issuer's
common  stock  but  ranks  junior  to debt  securities  in an  issuer's  capital
structure.  Preferred  stock  generally  pays  dividends in cash (or  additional
shares of preferred  stock) at a defined rate but, unlike  interest  payments on
debt  securities,  preferred stock dividends are payable only if declared by the
issuer's  board of directors.  Dividends on preferred  stock may be  cumulative,
meaning  that,  in the  event  the  issuer  fails to make  one or more  dividend
payments on the preferred stock, no dividends may be paid on the issuer's common
stock until all unpaid preferred stock dividends have been paid. Preferred stock
also may be subject to optional or mandatory redemption provisions.

Convertible securities.  The Fund may invest in convertible securities which may
include   corporate  notes  or  preferred  stock.   Investments  in  convertible
securities   are  not   subject  to  the  rating   criteria   with   respect  to
non-convertible debt obligations.  As with all debt securities, the market value
of  convertible  securities  tends to decline as interest  rates  increase  and,
conversely,  to  increase  as  interest  rates  decline.  The  market  value  of
convertible  securities can also be heavily dependent upon the changing value of
the equity  securities into which such securities are convertible,  depending on
whether the market  price of the  underlying  security  exceeds  the  conversion
price.  Convertible  securities  generally  rank  senior to common  stocks in an
issuer's capital  structure and consequently  entail less risk than the issuer's
common stock. However, the extent to which such risk is reduced depends upon the
degree to which the convertible security sells above its value as a fixed-income
security.

Government  Securities.  The Fund may invest in government  securities.  Certain
U.S. Government securities,  including U.S. Treasury bills, notes and bonds, and
Government National Mortgage Association certificates ("GNMA"), are supported by
the full faith and credit of the United  States.  Certain other U.S.  Government
securities,  issued or  guaranteed by Federal  agencies or government  sponsored
enterprises,  are not  supported  by the full  faith and  credit  of the  United
States,  but may be supported by the right of the issuer to borrow from the U.S.
Treasury. These securities include obligations of the Federal Home Loan Mortgage
Corporation   ("FHLMC"),   and  obligations  supported  by  the  credit  of  the
instrumentality,  such as Federal National Mortgage  Association Bonds ("FNMA").
No  assurance  can be given  that the U.S.  Government  will  provide  financial
support to such Federal agencies, authorities,  instrumentalities and government
sponsored enterprises in the future.

Debt Securities. The Fund may invest in debt obligations. Debt securities of
corporate and governmental issuers in which the Fund may invest are subject to
the risk of an issuer's inability to meet principal and interest payments on the
obligations (credit risk) and may also be subject to price volatility due to
such factors as interest rate sensitivity, market perception of the
creditworthiness of the issuer and general market liquidity (market risk).


                                       4
<PAGE>


Lower Rated High Yield Debt Obligations. The Fund may invest up to 5% of assets
in high yielding, fixed income securities rated below investment grade (e.g.,
rated Baa or lower by Moody's Investors Service, Inc. ("Moody's") or BBB or
lower by Standard & Poor's Ratings Group ("S&P").

Ratings are based largely on the historical  financial  condition of the issuer.
Consequently,  the rating assigned to any particular security is not necessarily
a reflection of the issuer's current financial condition, which may
be better or worse  than the  rating  would  indicate.  See  Appendix  A to this
Statement of  Additional  Information  which  describes the  characteristics  of
corporate  bonds in the  various  ratings  categories.  The Fund may  invest  in
comparable  quality unrated  securities  which, in the opinion of the Adviser or
Subadviser,  offer  comparable  yields and risks to those  securities  which are
rated.

Debt obligations  rated in the lower ratings  categories,  or which are unrated,
involve greater volatility of price and risk of loss of principal and income. In
addition,  lower ratings  reflect a greater  possibility of an adverse change in
financial  condition  affecting  the  ability of the issuer to make  payments of
interest and principal. The high yield fixed income market is relatively new and
its growth  occurred during a period of economic  expansion.  The market has not
yet been fully tested by an economic recession.

The market price and liquidity of lower rated fixed income securities  generally
respond to short term corporate and market developments to a greater extent than
do the price and liquidity of higher rated securities  because such developments
are perceived to have a more direct  relationship to the ability of an issuer of
such lower rated securities to meet its ongoing debt obligations.

Reduced  volume  and  liquidity  in the high yield  bond  market or the  reduced
availability of market  quotations will make it more difficult to dispose of the
bonds and to value  accurately the Fund's assets.  The reduced  availability  of
reliable,  objective  data may  increase  the Fund's  reliance  on  management's
judgment in valuing high yield bonds.  In addition,  the Fund's  investments  in
high yield  securities  may be  susceptible  to adverse  publicity  and investor
perceptions,   whether  or  not  justified  by  fundamental  factors.  A  Fund's
investments, and consequently its net asset value, will be subject to the market
fluctuations and risks inherent in all securities.

Short-Term Bank and Corporate Obligations. The Fund may invest in
depository-type obligations of banks and savings and loan associations and other
high quality money market instruments consisting of short-term obligations of
the U.S. Government or its agencies and commercial paper rated at least P-1 by
Moody's or A-1 by Standard & Poor's. Commercial paper represents short-term
unsecured promissory notes issued in bearer form by banks or bank holding
companies, corporations and finance companies. Depository-type obligations in
which the Fund may invest include certificates of deposit, bankers' acceptances
and fixed time deposits. Certificates of deposit are negotiable certificates
issued against funds deposited in a commercial bank for a definite period of
time and earning a specified return.


                                       5
<PAGE>


Bankers' acceptances are negotiable drafts or bills of exchange,  normally drawn
by an importer or exporter to pay for specific merchandise, which are "accepted"
by a bank, meaning, in effect, that the bank  unconditionally  agrees to pay the
face  value  of the  instrument  at  maturity.  Fixed  time  deposits  are  bank
obligations  payable at a stated  maturity date and bearing  interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be
subject  to  early  withdrawal   penalties  which  vary  depending  upon  market
conditions  and  the  remaining  maturity  of  the  obligation.   There  are  no
contractual  restrictions  on the right to transfer a  beneficial  interest in a
fixed  time  deposit  to a third  party,  although  there is no market  for such
deposits.  Bank notes and bankers'  acceptances  rank junior to domestic deposit
liabilities of the bank and pari passu with other senior,  unsecured obligations
of the bank.  Bank  notes  are not  insured  by the  Federal  Deposit  Insurance
Corporation  or any other  insurer.  Deposit  notes are  insured by the  Federal
Deposit  Insurance  Corporation only to the extent of $100,000 per depositor per
bank.

Ratings as Investment  Criteria.  In general,  the ratings of Moody's  Investors
Service,  Inc. ("Moody's") and Standard & Poor's Ratings Group ("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 debt 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 the minimum  required  for purchase by
the Fund. Neither of these events will require the sale of the securities by the
Fund.

Investments  in  Foreign  Securities.  The  Fund  may  invest  directly  in  the
securities of foreign  issuers as well as securities in the form of sponsored or
unsponsored American Depository Receipts ("ADRs"),  European Depository Receipts
("EDRs"),  Global  Depository  Receipts (GDRs),  convertible  preferred  stocks,
preferred stocks and warrants or other securities convertible into securities of
foreign  issuers.  ADRs are receipts  typically  issued by a U.S.  bank or trust
company which evidence  ownership of underlying  securities  issued by a foreign
corporation.  EDRs are  receipts  issued  in  Europe  which  evidence  a similar
ownership  arrangement.  Issuers  of  unsponsored  ADRs  are  not  contractually
obligated to disclose material information,  including financial information, in
the United  States.  Generally,  ADRs are designed for use in the United  States
securities markets and EDRs are designed for use in European securities markets.

An investment in foreign securities including ADRs may be affected by changes in
currency rates and in exchange control regulations. Issuers of unsponsored ADRs
are not contractually obligated to disclose material information including
financial information, in the United States and, therefore, there may not be a
correlation between such information and the market value of the unsponsored
ADR. Foreign companies may not be subject to accounting standards or government
supervision comparable to U.S. companies, and there is often less publicly
available information about their operations. Foreign companies may also be
affected by political or financial instability abroad. These risk considerations
may be intensified in the case of investments in ADRs of foreign companies that
are located in emerging market countries. ADRs of companies located in these
countries may have limited marketability and may be subject to more abrupt or
erratic price movements.


                                       6
<PAGE>


Foreign Currency Transactions. The Fund may engage in foreign currency
transactions. Foreign currency 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
hedge against  fluctuations  in currency  exchange rates  affecting a particular
transaction or portfolio position.  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.  The Fund will not
engage in speculative forward foreign currency exchange transactions.

If the Fund purchases a forward contract, the Fund will segregate cash or liquid
securities  in a separate  account 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 in forward 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.

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.


                                       7
<PAGE>


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.

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 Advisers 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 and the expense of enforcing its rights.

Reverse Repurchase Agreements and Other Borrowings. 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


                                       8
<PAGE>


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 the securities
(plus any accrued interest thereon) under such agreements.

The Fund will not enter into reverse repurchase  agreements and other borrowings
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 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 Advisers 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  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
on illiquid  investments.  The Trustees have adopted  guidelines and delegate to
the Advisers the daily function of  determining  the monitoring and 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 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.


                                       9
<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 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


                                       10
<PAGE>


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.  However,  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. The Fund may purchase and
sell futures contracts based on various securities (such as U.S. Government
securities) and securities indices, foreign currencies and any other financial
instruments and indices and purchase and write call and put options on these
futures contracts. The Fund may purchase and sell futures and options on futures
for hedging or other non-speculative purposes. The Fund may also enter into
closing purchase and sale transactions with respect to any of these contracts
and options. All futures contracts entered into by a 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").


                                       11
<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 a Fund proposes to acquire or the
exchange  rate of currencies  in which the  portfolio  securities  are quoted or
denominated.  When  securities  prices are falling,  a Fund can seek to offset a
decline in the value of its  current  portfolio  securities  through the sale of
futures  contracts.  When  securities  prices are  rising,  a 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. A
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.

A Fund may,  for  example,  take a "short"  position  in the  futures  market by
selling futures contracts in an attempt to hedge against an anticipated  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 a Fund  or  securities  with
characteristics similar to those of the Fund's portfolio securities.  Similarly,
a 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.


                                       12
<PAGE>


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,  a 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 rates then available in the applicable  market to
be less  favorable  than prices  that are  currently  available.  Subject to the
limitations  imposed on the funds, as described  above, a 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  purchase of put and call options on futures
contracts  will give a 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, a 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 a Fund's  assets.  By writing a call
option, a 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,
a 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 each 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. A 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 or for other non-speculative purposes
as permitted by the CFTC. These purposes may include using futures and options
on futures as substitute for the purchase or sale of securities or currencies to
increase or reduce exposure to particular markets. To the extent that a 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


                                       13
<PAGE>


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 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.

Transactions  in futures  contracts  and  options on futures  involve  brokerage
costs,  require  margin  deposits  and,  in the case of  contracts  and  options
obligating  a 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 a Fund than if it
had not entered into any futures contracts or options transactions.

Perfect  correlation  between a 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.

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 loaned securities involved in the transaction.
As a result, the Fund may incur a loss or, in the event of the borrower's
bankruptcy, the Fund may be delayed in or prevented from liquidating the
collateral. It is a fundamental policy of the Fund not to lend portfolio
securities having a total value in excess of 33 1/3 % of its total assets.


                                       14
<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 Investment
Restriction.  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.

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, of any type or maturity,  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
higher brokerage expenses. The Fund's portfolio turnover rate is set forth in
the table under the caption "Financial Highlights" in the Prospectus.


                                       15
<PAGE>


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), (5) and
         (6) below and as otherwise  permitted  under the 1940 Act. 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 and options on futures
         contracts, forward commitments,  forward foreign exchange contracts and
         repurchase  agreements  entered  into in  accordance  with  the  Fund's
         investment policies are not deemed to be senior securities.

(2)      Borrow money, except: (i) 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;
         (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; and (v) as
         otherwise permitted under the1940 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 purposes of the Securities Act of 1933.

(4)      Purchase,  sell or  invest in real  estate,  but  subject  to its other
         investment  policies  and  restrictions  may  invest in  securities  of
         companies  that deal in real  estate or are  engaged in the real estate
         business.  These companies  include real estate  investment  trusts and
         securities secured by real estate or interests in real estate. The fund
         may hold and sell real estate acquired through default,  liquidation or
         other  distributions  of an  interest in real estate as a result of the
         fund's ownership of securities.


                                       16
<PAGE>


(5)      Invest in  commodities  or  commodity  futures  contracts,  except  for
         transactions in financial derivative  contracts.  Financial derivatives
         include forward currency  contracts;  financial  futures  contracts and
         options  on  financial  futures  contracts;  options  and  warrants  on
         securities,  currencies and financial  indices;  swaps,  caps,  floors,
         collars  and  swaptions;  and  repurchase  agreements  entered  into in
         accordance with the fund's investment policies.

(6)      Make loans,  except that the fund may (i) 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,  (ii) enter into  repurchase
         agreements, and (iii) 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)      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 equal or exceed 25% of
         its total assets; except that the Fund will ordinarily invest more than
         25% of its total assets in the communications  sector.  This limitation
         does not apply to investments in obligations of the U.S.  Government or
         any of its agencies or instrumentalities.

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)      Purchase  securities  on margin  except  that the Fund may obtain  such
         short-term  credits as may be necessary for the clearance of securities
         transactions.

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

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

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


                                       17
<PAGE>


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.

The Fund  will  invest  only in  countries  on the  Adviser's  Approved  Country
Listing.

THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Fund is managed by the 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 and  Directors  of the Adviser or officers  and  Directors of the
Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds").




                                       18
<PAGE>

<TABLE>
<CAPTION>

                               Positions Held              Principal Occupation(s)
Name and Address               With the Company            During the Past Five Years
----------------               ------------------------    --------------------------
      <S>                                <C>                          <C>

Stephen L. Brown*              Trustee and Chairman        Chairman and Director, John Hancock
John Hancock Place                                         Life Insurance Company (CEO until
P.O. Box 111                                               June 2000), John Hancock Financial
Boston, MA 02117                                           Services, Inc. (CEO until June
July 1937                                                  2000); John Hancock Advisers, Inc.
                                                           (the Adviser), John Hancock Funds,
                                                           Inc. (John Hancock Funds), The
                                                           Berkeley Financial Group, Inc. (The
                                                           Berkeley Group); Director, John
                                                           Hancock Subsidiaries, Inc.; John
                                                           Hancock Signature Services, Inc.
                                                           (Signature Services) (until January
                                                           1997); John Hancock Insurance
                                                           Agency, Inc.; (Insurance Agency),
                                                           (until May 1999); Independence
                                                           Investment Associates, Inc.,
                                                           Independence International
                                                           Associates, Inc,, Independence
                                                           Fixed Income Associates, Inc.;
                                                           Insurance Marketplace Standards
                                                           Association, Committee for Economic
                                                           Development, Ionics, Inc. (since
                                                           June 2000), Aspen Technology, Inc.
                                                           (since June 2000), Jobs for
                                                           Massachusetts, Federal Reserve Bank
                                                           of Boston (until March 1999);
                                                           Financial Institutions Center
                                                           (until May 1996), Freedom Trail
                                                           Foundation (until December 1996)
                                                           Beth Israel Hospital and
                                                           Corporation (until November 1996);
                                                           Director and Member (Beth
                                                           Israel/Deaconess Care Group),
                                                           Member, Commercial Club of Boston,
                                                           President (until April 1996);
                                                           Trustee, Wang Center for the
                                                           Performing Arts, Alfred P. Sloan
                                                           Foundation, John Hancock Asset
                                                           Management (until March 1997);
                                                           Member, Boston Compact Committee,
                                                           Mass. Capital Resource Company;
                                                           Chairman, Boston Coordinating
                                                           Committee ("The Vault") (until
                                                           April 1997).

Maureen R. Ford *              Trustee, Vice Chairman,     President, Broker/Dealer
101 Huntington Avenue          President and Chief         Distributor, John Hancock Life
Boston, MA  02199              Executive Officer (1,2)     Insurance Company; Vice Chairman,
December 1953                                              Director, President and Chief
                                                           Executive Officer, the Adviser, The
                                                           Berkeley Group, John Hancock Funds;
                                                           Chairman, Director and President,
                                                           Insurance Agency, Inc.; Chairman,
                                                           Director and Chief Executive
                                                           Officer, Sovereign Asset Management
                                                           Corporation (SAMCorp.); Senior Vice
                                                           President, MassMutual Insurance Co.
                                                           (until 1999); Senior Vice
                                                           President, Connecticut Mutual
                                                           Insurance Co. (until 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.


                                       19
<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
101 Huntington Avenue                                      University School of Law (as of
Boston, MA  02199                                          1996); Director, Brookline
June 1931                                                  Bankcorp.

Richard P. Chapman, Jr.        Trustee (1)                 Chairman, President, and Chief
101 Huntington Avenue                                      Executive Officer, Brookline
Boston, MA  02199                                          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
101 Huntington Avenue                                      Senior Credit Officer, Citibank,
Boston, MA  02199                                          N.A. (retired September 1991);
January 1933                                               Executive Vice President, Citadel
                                                           Group Representatives, Inc.;
                                                           Trustee, the Hudson City Savings
                                                           Bank (since 1995).

Leland O. Erdahl               Trustee                     Director of Uranium Resources
101 Huntington Avenue                                      Corporation, Hecla Mining Company,
Boston, MA  02199                                          Canyon Resources Corporation and
December 1928                                              Apollo Gold, Inc.; Director
                                                           Original Sixteen to One Mines, Inc.
                                                           (until 1999); Management Consultant
                                                           (from 1984-1987 and 1991-1998);
                                                           Director, Freeport-McMoran Copper &
                                                           Gold, Inc. (until 1997); Vice
                                                           President, Chief Financial Officer
                                                           and Director of Amax Gold, Inc.
                                                           (until 1998).

Richard A. Farrell             Trustee                     President of Farrell, Healer & Co.,
101 Huntington Avenue                                      (venture capital management firm)
Boston, MA  02199                                          (since 1980); Prior to 1980, headed
November 1932                                              the venture capital group at Bank
                                                           of Boston Corporation.



___________________
*   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>

Gail D. Fosler                 Trustee                     Senior Vice President and Chief
101 Huntington Avenue                                      Economist, The Conference Board
Boston, MA  02199                                          (non-profit economic and business
December 1947                                              research); Director, Unisys Corp.;
                                                           Director, H.B. Fuller Company; and
                                                           DBS Holdings (Singapore) (Banking
                                                           and Financial Services); Director,
                                                           National Bureau of Economic
                                                           Research (academic).

William F. Glavin              Trustee                     President Emeritus, Babson College
101 Huntington Avenue                                      (as of 1997); Vice Chairman, Xerox
Boston, MA  02199                                          Corporation (until June 1989);
March 1932                                                 Director, Caldor Inc., Reebok, Inc.
                                                           (since 1994) and Inco Ltd.

Dr. John A. Moore              Trustee                     President and Chief Executive
101 Huntington Avenue                                      Officer, Institute for Evaluating
Boston, MA  02199                                          Health Risks, (nonprofit
February 1939                                              institution) (since September
                                                           1989).

Patti McGill Peterson          Trustee                     Executive Director, Council for
101 Huntington Avenue                                      International Exchange of Scholars
Boston, MA  02199                                          (since January 1998), Vice
May 1943                                                   President, Institute of
                                                           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
101 Huntington Avenue                                      Administration Emeritus, Harvard
Boston, MA  02199                                          University Graduate School of
September 1931                                             Business Administration (as of June
                                                           1998).

William L. Braman              Executive Vice President    Executive Vice President and Chief
101 Huntington Avenue          and Chief Investment        Investment Officer, each of the
Boston, MA 02199               Officer (2)                 John Hancock Funds; Executive Vice
December 1953                                              President and Chief Investment
                                                           Officer, Barring Asset Management,
                                                           London UK (until May 2000).



___________________
*   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.


                                       21
<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,             Vice President and Chief Legal
101 Huntington Avenue          Secretary and Chief         Officer the Adviser; John Hancock
Boston, MA 02199               Legal Officer               Funds; Vice President Signature
March 1950                                                 Services (until May 2000), The
                                                           Berkeley Group, NM Capital and
                                                           SAMCorp.

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

Thomas H. Connors              Vice President and          Vice President and Compliance
101 Huntington Avenue          Compliance Officer          Officer, the Adviser; Vice
Boston, MA  02199                                          President, John Hancock Funds, Inc.
September 1959


___________________
*   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>


                                       22
<PAGE>


The following tables provide information regarding the compensation paid by the
Fund and the other investment companies in the John Hancock Fund Complex to the
Independent Trustees for their services. Messrs. Brown and Ms. Ford, 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 received no
compensation from the Fund for their services.


                                                     Total Compensation From the
                          Aggregate Compensation     Fund and John Hancock Fund
Independent Trustees      from the Fund (1)          Complex to Trustees (2)
--------------------      ----------------------     ---------------------------

Dennis J. Aronowitz               $  25
Richard P. Chapman*                  25
William J. Cosgrove*                 25
Douglas M. Costle                    25
Leland O. Erdahl                     25
Richard A. Farrell                   25
Gail D. Fosler                       25
William F. Glavin*                   25
Dr. John A. Moore*                   25
Patti McGill Peterson                25
John Pratt                           25
                                 ------
Total                              $250

(1) Compensation is estimated for the current fiscal year ending October 31,
2001.

(2) Total compensation paid by the John Hancock Funds Complex to the Independent
Trustees is as of December 31, 2000. As of this date, there were sixty-nine
funds in the John Hancock Fund Complex with each of these Independent Trustees
serving on thirty-one funds.

*As of December 31, 2000, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock Funds Complex for Mr.
Chapman was $ , Mr. Cosgrove was $ , Mr. Glavin was $ and for Dr. Moore was $
under the John Hancock Group of Funds Deferred Compensation Plan for Independent
Trustees (the "Plan").

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 or
Trustees of one or more of the other funds for which the Adviser serves as
investment adviser.



                                       23
<PAGE>


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 funds in the John
Hancock  group of funds as well as retail and  institutional  privately  managed
accounts.  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
with  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.

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
memberships; insurance premiums; and any extraordinary expenses.

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

Average Daily Net Assets                                     Annual Rate
------------------------                                     -----------
First $500,000,000                                                0.90%
Next $500,000,000                                                 0.85%
Amount over $1,000,000,000                                        0.80%

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.


                                       24
<PAGE>


The Adviser has agreed to limit  other  expenses to 1.30% of the Fund's  average
daily net assets. The Adviser reserves the right to terminate this limitation in
the future.

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

The  continuation  of the  Advisory  Agreement  and the  Distribution  Agreement
(discussed below) was approved by all Trustees.  The 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  or  "interested
persons" of any such  parties.  Both  Agreements  may be  terminated  on 60 days
written notice by any 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.

Personnel of the Adviser and its affiliates may trade securities for their
personal accounts. The Fund also may hold, or may be buying or selling, the same
securities. To prevent the Fund from being disadvantaged, the Adviser and its
affiliates and the Fund have adopted a code of ethics which restricts the
trading activity of those personnel.


                                       25
<PAGE>


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.  These Selling  Brokers are  authorized to
designate  other  intermediaries  to receive  purchase and redemption  orders on
behalf of the Fund.  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 from
a sales  charge  imposed,  in the case of Class A and C  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.

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 shares  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  fees will not exceed  0.25% of the Fund's
average daily net assets  attributable to each class of shares. The distribution
fees will be used to  reimburse  the 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 the 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 it incurs 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 with no additional liability for these
expenses to the shareholders and 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 provides the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which these  expenditures  were made. The Trustees review these reports on a
quarterly basis to determine their continued appropriateness.

The Plans provide that they will continue in effect only so long as its
continuance is approved at least annually by a majority of both the Trustees and
the Independent Trustees. The Plans provide that they may be terminated without
penalty, (a) by a vote of a majority of the Independent Trustees, (b) by a vote


                                       26
<PAGE>


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, 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 the 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 the
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 the
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.

SALES COMPENSATION

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

The two primary sources of compensation payments are (1) the 12b-1 fees that are
paid out of the Fund's assets and (2) sales charges paid by investors. The sales
charges and 12b-1 fees 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 a  reallowance,  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 fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

In addition, from time to time, John Hancock Funds, at its expense, may provide
significant additional compensation to financial services firms which sell or
arrange for the sale of shares of the Fund. Such compensation provided by John
Hancock Funds may include, for example, financial assistance to financial
services firms in connection with their conferences or seminars, sales or
training programs for invited registered representatives and other employees,
payment for travel expenses, including lodging, incurred by registered


                                       27
<PAGE>


representatives and other employees for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
Funds, and/or other financial services firms-sponsored events or activities.
From time to time, John Hancock Funds may make expense reimbursements for
special training of a financial services firm's registered representatives and
other employees in group meetings or to help pay the expenses of sales contests.
Other compensation, such as asset retention fees, finder's fees and
reimbursement for wire transfer fees, may be offered to the extent not
prohibited by law or any self-regulatory agency, such as the NASD.

<TABLE>
<CAPTION>

                                   Sales charge paid by     Maximum                 First year service     Maximum total
                                   investors(% of           reallowance             fee (% of net          compensation (1)
Class A investments                offering price)          (% of offering price)   investment) (3)        (% 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 Class A share of
$1 million or more (4)
----------------------

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)

Retirement investments
of Class A shares of
$1 million or more *
--------------------

First $1M - $24,999,999            --                       0.75%                   0.25%                  1.00%
Next $25M -$49,999,999             --                       0.25%                   0.25%                  0.50%
Next $1 or more above that         --                       0.00%                   0.25%                  0.25%


                                                            Maximum                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class B investments                                         (% of offering price)   investment) (3)        (% of offering price)
-------------------                                         ---------------------   ---------------        ---------------------

All amounts                                                 3.75%                   0.25%                  4.00%


                                                            Maximum                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class C investments                                         (% of offering price)   Investment) (3)        (% of offering price)
-------------------                                         --------------------    ---------------        ---------------------

Amounts purchased at NAV           --                       0.75%                   0.25%                  1.00%
All amounts                        1.00%                    1.75%                   0.25%                  2.00%
</TABLE>


                                       28
<PAGE>


(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).

(3) After first year subsequent service fees are paid quarterly in arrears.

(4) Includes new investments aggregated with investments since the last annual
reset. John Hancock Funds may take recent redemptions into account in
determining if an investment qualifies as a new investment.

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

*Retirement investments only. These include traditional, Roth and Education
IRAs, SIMPLE IRAs, SIMPLE 401(k), Rollover IRA, TSA, 457, 403(b), 401(k), Money
Purchase Pension Plan, profit-sharing plan and other retirement plans as
described in the Internal Revenue Code.

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 a determination of the Fund's NAV. If quotations
are not readily available, or the value has been materially affected by the
events occurring after the closing of a foreign market, assets are valued by a
method that the Trustees believe accurately reflects fair value.


                                       29
<PAGE>


The NAV of 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 AND CLASS C 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").  The fund no longer
issues share  certificates.  Shares are  electronically  recorded.  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 Class A and Class C 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 Charges.  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, grandparents, grandchildren, 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.


                                       30
<PAGE>


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        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:

            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 C shares may be offered without a front-end sales charge to:

o             Retirement  plans  for  which  John  Hancock  Signature   Services
              performs employer  sponsored plan recordkeeping  services.  (These
              types of plans include  401(k),  money  purchase  pension,  profit
              sharing and SIMPLE 401k.)

o             An investor  who buys  through a Merrill  Lynch  omnibus  account.
              However,  a CDSC may apply if the shares are sold within 12 months
              of purchase.

Class A and Class C 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 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.


                                       31
<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  individual's)
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  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 LOI of 48 months.  Such an investment
(including   accumulations   and  combinations  but  not  including   reinvested
dividends) must aggregate  $50,000 or more 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


                                       32
<PAGE>


in the LOI is not completed, the Class A shares held in escrow may be redeemed
and the proceeds used as required to pay such sales charge as may be due. By
signing the LOI, the investor authorizes Signature Services to act as his
attorney-in-fact to redeem any escrowed Class A shares and adjust the sales
charge, if necessary. A LOI does not constitute a binding commitment by an
investor to purchase, or by the Fund to sell, any additional Class A shares and
may be terminated at any time.

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B 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  price or on 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 subject
to a 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 Class B shares at $10 per share. The second year after
your purchase, your investment's net asset value per share has increased by $2
to $12, and you have gained 10 additional shares through dividend reinvestment.
If you redeem 50 shares at this time your CDSC will be calculated as follows:


                                       33
<PAGE>


     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 account 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" of the Prospectus.

*        Redemption  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, 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.


                                       34
<PAGE>


*        Redemptions  of Class A shares  made after one year from the  inception
         date of a retirement plan at John Hancock for which John Hancock is the
         recordkeeper.

*        Redemption of Class A 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
IRAs,  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
         Plan/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.


                                       35
<PAGE>

<TABLE>
<CAPTION>

          <S>                  <C>               <C>               <C>              <C>               <C>

----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP) 457 & 408
                        (SEPs & Simple
                        IRAs)
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or Disability     Waived            Waived            Waived           Waived            Waived
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Plan     Not Waived        Not Waived        Not Waived       Not Waived        N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Excess        Waived            Waived            Waived           Waived            N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</TABLE>


                                       36
<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  shareholders  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 500 Index Fund and John Hancock
Intermediate  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 retirement plan (for which John Hancock is the recordkeeper)  exchanges the
plan's  Class A account  in its  entirety  from the Fund to a  non-John  Hancock
investment, the one-year CDSC applies.

If a shareholder exchanges Class B shares purchased prior to January 1, 1994 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.


                                       37
<PAGE>


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.

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 any CDSC charged upon
the prior redemption and the new shares will continue to be subject to the CDSC.
The  holding  period of the  shares  acquired  through  reinvestment  will,  for
purposes of computing the CDSC payable upon a subsequent redemption, include the
holding period of the redeemed shares.

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


                                       38
<PAGE>


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

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

Retirement plans participating in Merrill Lynch's servicing programs:

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

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

PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

Shares of the Fund may be purchased or redeemed through certain  broker-dealers.
Brokers  may charge for their  services  or place  limitations  on the extent to
which  you may use the  services  of the  Fund.  The Fund will be deemed to have
received  a  purchase  or  redemption  order when an  authorized  broker,  or if
applicable,  a broker's authorized designee,  receives the order. If a broker is
an  agent  or  designee  of the  Fund,  orders  are  processed  at the NAV  next
calculated  after the broker  receives the order.  The broker must segregate any
orders it  receives  after the close of  regular  trading  on the New York Stock
Exchange  and  transmit  those  orders  to the  Fund for  execution  at NAV next
determined.  Some brokers that maintain nominee accounts with the Fund for their
clients charge an annual fee on the average net assets held in such accounts for
accounting,  servicing,  and distribution  services they provide with respect to
the underlying Fund shares. The Adviser,  the Fund, and John Hancock Funds, Inc.
(the Fund's principal distributor), share in the expense of these fees.

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 and classes
without further action by shareholders. As of the date of this Statement of
Additional Information, the Trustees have authorized shares of the Fund and five
other series. Additional series may be added in the future. The Trustees have
also authorized the issuance of three classes of shares of the Fund, designated
as Class A, Class B and Class C.


                                       39
<PAGE>


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  the
multiple-class  structures.  Similarly,  the net asset  value per share may vary
depending on which class of 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 Fund.  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 for 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.

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

                                       40
<PAGE>


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. except 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 and elected to be treated as a "regulated  investment  company"  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),  and
intends to continue to 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 distributions requirements.

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


                                       41
<PAGE>


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.

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.

The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries  with  respect  to  their  investments  in  foreign  securities.   Tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes.  Because  more than 50% of the Fund's  assets at the close of any taxable
year will not consist of stocks or securities of foreign corporations,  the Fund
will be unable to pass such taxes through to shareholders (as additional income)
along with a corresponding entitlement to a foreign tax credit or deduction. The
Fund will  deduct the  foreign  taxes it pays in  determining  the amount it has
available for distribution to shareholders.

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 asset 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  such
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 holdings in passive foreign investment  companies or
make an available  election to minimize its tax liability or maximize its return
for these investments.

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 currencies, or payables or receivables
denominated  in 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 from 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.

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 could 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 sales 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


                                       42
<PAGE>


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.

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  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)  that in a transaction 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 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 carry
forward 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


                                       43
<PAGE>


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.  Presently,  there are no realized  capital loss  carryforwards
available to offset future net realized capital gains.

Investment in debt obligations that are at risk of or in default present special
tax issues for the Fund.  Tax rules are not entirely  clear about issues such as
when the Fund may cease to accrue interest,  original issue discount,  or market
discount,  when and to what  extent  deductions  may be taken  for bad  debts or
worthless securities,  how payments received on obligations in default should be
allocated  between   principal  and  income,   and  whether  exchanges  of  debt
obligations  in a workout  context are  taxable.  These and other issues will be
addressed by the Fund,  in the event it acquires or holds any such  obligations,
in order to reduce the risk of distributing  insufficient income to preserve its
status as a regulated  investment company and seeks to avoid becoming subject to
Federal income or excise tax.

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 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 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 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 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 extend such basis would be reduced below
zero, that current recognition of income would be required.

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


                                       44
<PAGE>


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 may 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 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  it  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 nor  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 Federal income tax law as applicable
to U.S. persons (i.e., U.S. citizens and 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.


                                       45
<PAGE>


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, W-8BEN
or  other  authorized  withholding   certificate  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.

CALCULATION OF PERFORMANCE

Total return is computed by finding the average annual compounded rate of return
over the 1 year, 5 year and 10 year periods that would equate the initial amount
invested to the ending redeemable value according to the following formula:

                                n _____
                           T = \ /ERV/P - 1

Where:

P =      a hypothetical initial investment of $1,000.
T =      average annual total return.
n =      number of years.
ERV =    ending redeemable value of a hypothetical $1,000 investment made at the
         beginning of the 1 year, 5 year, and 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


                                       46
<PAGE>


may be quoted with or without taking the Fund's sales charge on Class A or Class
C shares or the CDSC on Class B or Class C shares into account. Excluding the
Fund's sales charge on Class A or Class C shares and the CDSC on Class B or
Class C shares from a total return calculation produces a higher total return
figure.

The Fund may advertise yield, where appropriate. The Fund's yield is computed by
dividing net investment  income per share  determined for a 30-day period by the
maximum  offering price per share (which  includes the full sales charge) on the
last day of the period, according to the following standard formula:

                                               6
                  Yield = 2 ( [ ( a - b ) + 1 ] - 1 )
                                ---------
                                   cd

Where:

         a =      dividends and interest earned during the period.
         b =      net expenses accrued during the period.
         c =      the average daily number of fund shares  outstanding  during
                  the period that would be entitled to receive dividends.
         d =      the maximum offering price per share on the last day of the
                  period (NAV where applicable).

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,  total return and yield 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, and excerpts from,
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 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.


                                       47
<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 and  affiliates  and  officers  and
Trustees who are interested  persons of the Fund. Orders for purchases and sales
of securities are placed in a manner which, in the opinion of the 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
makers 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
Conduct Rules 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 brokers and dealers, and the negotiation of brokerage commission
rates and dealer spreads, by the reliability and quality of the services,
including primarily the availability and value of research information and, to a
lesser extent, statistical assistance furnished to the Adviser of the Fund and
their value and expected contribution to the performance of the Fund. It is not
possible to place a dollar value on information and services to be received from
brokers and dealers, since it is only supplementary to the research efforts of
the Adviser. The receipt of research information is not expected to reduce
significantly the expenses of the Adviser. The research information and
statistical assistance furnished by brokers and dealers may benefit the Life
Insurance Company or other advisory clients of the Adviser, and, conversely,
brokerage commissions and spreads paid by other advisory clients of the Adviser
may result in research information and statistical assistance beneficial to the
Fund. The Fund will not make commitments to allocate portfolio transactions upon
any prescribed basis. While the Adviser's officers will be primarily responsible
for the allocation of the Fund's brokerage business, their policies and
practices in this regard must be consistent with the foregoing and will at all
times be subject to review by the Trustees.


                                       48
<PAGE>


As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay a broker which provides  brokerage and research  services to the Fund an
amount of disclosed  commission in excess of the commission which another broker
would have charged for effecting that transaction. This practice is subject to a
good faith  determination  by the Trustees that such commission is reasonable in
light of the services  provided  and to such  policies as the Trustees may adopt
from time to time.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of Signator Investors, Inc., a broker-dealer (until January 1, 1999,
John Hancock Distributors, Inc.) "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 the 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
include elements of research and related  investment  skills,  such research and
related  skills  will  not be  used by the  Affiliated  Broker  as a  basis  for
negotiating commissions at a rate higher than that determined in accordance with
the above criteria.

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. Because of
this,  client  accounts in a particular  style may sometimes not sell or acquire
securities  as quickly or at the same prices as they might if each were  managed
and traded individually.

For purchases of equity securities, when a complete order is not filled, a
partial allocation will be made to each account pro rata based on the order
size. For high demand issues (for example, initial public offerings), shares
will be allocated pro rata by account size as well as on the basis of account
objective, account size ( a small account's allocation may be increased to
provide it with a meaningful position), and the account's other holdings. In
addition, an account's allocation may be increased if that account's portfolio
manager was responsible for generating the investment idea or the portfolio
manager intends to buy more shares in the secondary market. For fixed income


                                       49
<PAGE>


accounts, generally securities will be allocated when appropriate among accounts
based on account size, except if the accounts have different objectives or if an
account is too small to get a meaningful allocation. For new issues, when a
complete order is not filled, a partial allocation will be made to each account
pro rata based on the order size. However, if a partial allocation is too small
to be meaningful, it may be reallocated based on such factors as account
objectives, duration benchmarks and credit and sector exposure. 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 and $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 allocated to each class on the basis of
their relative net asset value.

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 &
Trust Company performs custody, portfolio and fund accounting services.

INDEPENDENT AUDITORS

_________________________, 160 Federal Street, Boston, Massachusetts 02110 has
been selected as the independent auditors of the Fund. ________________________
audits and renders an opinion on the Fund's annual financial statements and
reviews the Fund's annual Federal income tax return.


                                       50
<PAGE>


APPENDIX A

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).  Incomplete correlation can result
in  unanticipated  risks.  (e.g.,  short sales,  financial  futures and options;
securities and index options, currency contracts).

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.,  borrowing;   reverse  repurchase  agreements,   repurchase
agreements,  securities  lending,   non-investment-grade  securities,  financial
futures and options; securities and index options).

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.,  foreign
equities,  financial futures and options; securities and index options, currency
contracts).

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

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.,
non-investment-grade  securities,  financial futures and options; securities and
index options).


                                      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.,
borrowing;  reverse repurchase  agreements,  when-issued  securities and forward
commitments).

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.  (e.g.,  short  sales,   financial  futures  and  options
     securities and index options; currency contracts).

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. (e.g., short sales,  financial futures
     and options securities and index options; currency contracts).

o    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.,  non-investment-grand securities,
     short sales,  restricted  and illiquid  securities,  financial  futures and
     options securities and index options; currency contracts).

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 the price  originally  paid for it, or 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, non-investment-grade securities,
foreign equities,  financial  futures and options;  securities and index options
restricted and illiquid securities).

Natural event risk The risk of losses attributable to natural disasters, crop
failures and similar events. (e.g., foreign equities).

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;
financial   futures  and  options;   securities  and  index  options,   currency
contracts).

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 equities).

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 securities,
restricted and illiquid 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.

S&P 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.

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.

Issuers rated P- (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.

S&P 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.


                                      B-1
<PAGE>


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.











                                      B-2
<PAGE>


FINANCIAL STATEMENT











                                      F-1
<PAGE>

                         JOHN HANCOCK BIOTECHNOLOGY FUND

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

                                  March 1, 2001

This Statement of Additional Information provides information about John Hancock
Biotechnology Fund (the "Fund") in addition to the information that is contained
in  the  Fund's  current  Prospectus.   (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, Massachusetts 02217-1000
                                 1-800-225-5291


                                TABLE OF CONTENTS
                                                                            Page

Organization of the Fund................................................       2
Investment Objective and Policies.......................................       2
Investment Restrictions.................................................      14
Those Responsible for Management........................................      15
Investment Advisory and Other Services..................................      21
Distribution Contracts..................................................      23
Sales Compensation......................................................      24
Net Asset Value.........................................................      26
Initial Sales Charge on Class A Shares..................................      26
Deferred Sales Charge on Class B and Class C Shares.....................      29
Special Redemptions.....................................................      33
Additional Services and Programs........................................      33
Purchase and Redemptions through Third Parties..........................      35
Description of the Fund's Shares........................................      35
Tax Status..............................................................      36
Calculation of Performance..............................................      41
Brokerage Allocation....................................................      42
Transfer Agent Services.................................................      44
Custody of Portfolio....................................................      44
Independent Auditors....................................................      45
Appendix A- Description of Investment Risk..............................     A-1
Appendix B-Description of Bond 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.

John Hancock Advisers,  Inc. (the "Adviser") is the Fund's  investment  adviser.
The  Adviser  is an  indirect,  wholly-owned  subsidiary  of John  Hancock  Life
Insurance  Company  (formerly 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 Life
Company is wholly owned by John  Hancock  Financial  Services,  Inc., a Delaware
corporation organized in February, 2000.

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
non-fundamental and may be changed by the Trustees without shareholder approval.
There is no assurance that the Fund will achieve its investment objective.

The Fund's investment  objective is to seek long-term capital  appreciation.  To
pursue this goal, the Fund normally invests at least 65% of assets in securities
of U.S. and foreign companies  principally engaged in the research,  development
and manufacture of various  biotechnological  products,  services and processes.
These may include companies involved with applications and developments in areas
such as human health care, pharmaceuticals,  medical/surgical, biochemistry, and
agriculture.  They may also include companies that manufacture  biotechnological
and  biomedical  products,  including  devices and  instruments;  companies that
provide biotechnological  services or processes; and companies involved in areas
such as  genomics,  genetic  engineering,  and gene  therapy.  The Fund may also
invest in companies that distribute biotechnological and biomedical products and
companies that benefit significantly from scientific and technological  advances
in biotechnology.

The Fund may  invest in certain  higher-risk  securities  that are not  publicly
offered or traded,  called  restricted  securities.  The Fund may also invest in
preferred stocks and other types of equities and may make limited use of certain
derivatives  (investments  whose  value  is  based  on  indices,  securities  or
currencies).

Risks  of  Biotechnology  Companies:   Since  the  Fund's  investments  will  be
concentrated  in the  biotechnology  sector,  it will be  subject  to  risks  in
addition to those that apply to the general equity and debt markets.  Events may
occur which  significantly  affect the sector as a whole or a particular segment
in which the Fund  invests.  Accordingly,  the Fund may be  subject  to  greater
market volatility than a fund that does not concentrate in a particular economic
sector or industry.  Thus, it is  recommended  that an investment in the Fund be
only a portion of your overall investment portfolio.

In addition, most biotechnology companies are subject to extensive governmental
regulation, which limits their activities and may affect ability to earn a
profit from a given line of business. The biotechnology industry will be
affected by regulatory approval for new drugs and medical products.
Biotechnology companies may also be significantly affected by factors such as
intense competition, product liability, patent considerations, rapid
technological change and obsolescence.


                                       2
<PAGE>


Smaller  Capitalization  Companies.  Many biotechnology  companies are companies
smaller  companies.  Smaller  capitalization  companies may have limited product
lines,  market and financial  resources,  or they may be dependent on smaller or
less  experienced  management  groups.  In  addition,  trading  volume for these
securities may be limited.  Historically,  the market price for these securities
has  been  more  volatile  than  for   securities  of  companies   with  greater
capitalization. However, securities of companies with smaller capitalization may
offer greater  potential for capital  appreciation  since they may be overlooked
and thus undervalued by investors.

Non-Diversification:  The Fund has elected  "non-diversified"  status  under the
Investment  Company Act of 1940 and may invest  more than 5% of total  assets in
securities  of a single  company.  However,  the Fund intends to comply with the
diversification  standards  applicable to regulated  investment  companies under
Subchapter M of the Internal Revenue Code of 1986, as amended.  In order to meet
these standards,  among other requirements,  at the close of each quarter of its
taxable  year (a) at least 50% of the value of the Fund's  total  assets must be
represented by one or more of the following:  (i) cash and cash items, including
receivables;   (ii)  U.S.  Government  securities;  (iii)  securities  of  other
regulated investment  companies;  and (iv) securities (other than those in items
(ii)  and  (iii)  above)  of any one or more  issuers  as to  which  the  Fund's
investment  in an issuer  does not  exceed 5% of the value of the  Fund's  total
assets  (valued  at time of  purchase);  and (b) not more  than 25% of its total
assets (valued at time of purchase) may be invested in the securities of any one
issuer (other than U.S.  Government  securities or securities of other regulated
investment companies).

The Fund's  strategy of investing in a limited number of stocks may increase the
volatility of the Fund's investment performance.  If the stocks the Fund invests
in perform  poorly,  the Fund could incur greater losses than if it had invested
in a larger number of stocks.  As a result,  the net asset value of the Fund can
be  expected  to  fluctuate  more  than  the net  asset  value  of a  comparable
"diversified" fund.

Preferred  stocks.  The Fund may invest in  preferred  stocks.  Preferred  stock
generally has a preference to dividends and, upon liquidation,  over an issuer's
common  stock  but  ranks  junior  to debt  securities  in an  issuer's  capital
structure.  Preferred  stock  generally  pays  dividends in cash (or  additional
shares of preferred  stock) at a defined rate but, unlike  interest  payments on
debt  securities,  preferred stock dividends are payable only if declared by the
issuer's  board of directors.  Dividends on preferred  stock may be  cumulative,
meaning  that,  in the  event  the  issuer  fails to make  one or more  dividend
payments on the preferred stock, no dividends may be paid on the issuer's common
stock until all unpaid preferred stock dividends have been paid. Preferred stock
also may be subject to optional or mandatory redemption provisions.

Convertible securities.  The Fund may invest in convertible securities which may
include   corporate  notes  or  preferred  stock.   Investments  in  convertible
securities   are  not   subject  to  the  rating   criteria   with   respect  to
non-convertible debt obligations.  As with all debt securities, the market value
of  convertible  securities  tends to decline as interest  rates  increase  and,
conversely,  to  increase  as  interest  rates  decline.  The  market  value  of
convertible  securities can also be heavily dependent upon the changing value of
the equity  securities into which such securities are convertible,  depending on
whether the market  price of the  underlying  security  exceeds  the  conversion
price.  Convertible  securities  generally  rank  senior to common  stocks in an
issuer's capital  structure and consequently  entail less risk than the issuer's
common stock. However, the extent to which such risk is reduced depends upon the
degree to which the convertible security sells above its value as a fixed-income
security.

Government Securities. The Fund may invest in government securities. Certain
U.S. Government securities, including U.S. Treasury bills, notes and bonds, and
Government National Mortgage Association certificates ("GNMA"), are supported by
the full faith and credit of the United States. Certain other U.S. Government
securities, issued or guaranteed by Federal agencies or government sponsored


                                       3
<PAGE>


enterprises, are not supported by the full faith and credit of the United
States, but may be supported by the right of the issuer to borrow from the U.S.
Treasury. These securities include obligations of the Federal Home Loan Mortgage
Corporation ("FHLMC"), and obligations supported by the credit of the
instrumentality, such as Federal National Mortgage Association Bonds ("FNMA").
No assurance can be given that the U.S. Government will provide financial
support to such Federal agencies, authorities, instrumentalities and government
sponsored enterprises in the future.

Debt  securities.  The Fund may invest in debt  obligations.  Debt securities of
corporate and  governmental  issuers in which the Fund may invest are subject to
the risk of an issuer's inability to meet principal and interest payments on the
obligations  (credit  risk) and may also be subject to price  volatility  due to
such  factors  as  interest   rate   sensitivity,   market   perception  of  the
creditworthiness of the issuer and general market liquidity (market risk).

Lower Rated High Yield Debt Obligations. The Fund may invest up to 5% of assets
in high yielding, fixed income securities rated below investment grade (e.g.,
rated Baa or lower by Moody's Investors Service, Inc. ("Moody's") or BBB or
lower by Standard & Poor's Ratings Group ("S&P").

Ratings are based largely on the historical  financial  condition of the issuer.
Consequently,  the rating assigned to any particular security is not necessarily
a reflection of the issuer's current financial condition, which may be better or
worse than the rating  would  indicate.  See  Appendix  A to this  Statement  of
Additional Information which describes the characteristics of corporate bonds in
the  various  ratings  categories.  The Fund may  invest in  comparable  quality
unrated  securities  which,  in the opinion of the Adviser or Subadviser,  offer
comparable yields and risks to those securities which are rated.

Debt obligations  rated in the lower ratings  categories,  or which are unrated,
involve greater volatility of price and risk of loss of principal and income. In
addition,  lower ratings  reflect a greater  possibility of an adverse change in
financial  condition  affecting  the  ability of the issuer to make  payments of
interest and principal. The high yield fixed income market is relatively new and
its growth  occurred during a period of economic  expansion.  The market has not
yet been fully tested by an economic recession.

The market price and liquidity of lower rated fixed income securities  generally
respond to short term corporate and market developments to a greater extent than
do the price and liquidity of higher rated securities  because such developments
are perceived to have a more direct  relationship to the ability of an issuer of
such lower rated securities to meet its ongoing debt obligations.

Reduced  volume  and  liquidity  in the high yield  bond  market or the  reduced
availability of market  quotations will make it more difficult to dispose of the
bonds and to value  accurately the Fund's assets.  The reduced  availability  of
reliable,  objective  data may  increase  the Fund's  reliance  on  management's
judgment in valuing high yield bonds.  In addition,  the Fund's  investments  in
high yield  securities  may be  susceptible  to adverse  publicity  and investor
perceptions,   whether  or  not  justified  by  fundamental  factors.  A  Fund's
investments, and consequently its net asset value, will be subject to the market
fluctuations and risks inherent in all securities.

Short-Term Bank and Corporate Obligations. The Fund may invest in
depository-type obligations of banks and savings and loan associations and other
high quality money market instruments consisting of short-term obligations of
the U.S. Government or its agencies and commercial paper rated at least P-1 by
Moody's or A-1 by Standard & Poor's. Commercial paper represents short-term
unsecured promissory notes issued in bearer form by banks or bank holding
companies, corporations and finance companies. Depository-type obligations in
which the Fund may invest include certificates of deposit, bankers' acceptances
and fixed time deposits. Certificates of deposit are negotiable certificates
issued against funds deposited in a commercial bank for a definite period of
time and earning a specified return.


                                       4
<PAGE>


Bankers' acceptances are negotiable drafts or bills of exchange,  normally drawn
by an importer or exporter to pay for specific merchandise, which are "accepted"
by a bank, meaning, in effect, that the bank  unconditionally  agrees to pay the
face  value  of the  instrument  at  maturity.  Fixed  time  deposits  are  bank
obligations  payable at a stated  maturity date and bearing  interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be
subject  to  early  withdrawal   penalties  which  vary  depending  upon  market
conditions  and  the  remaining  maturity  of  the  obligation.   There  are  no
contractual  restrictions  on the right to transfer a  beneficial  interest in a
fixed  time  deposit  to a third  party,  although  there is no market  for such
deposits.  Bank notes and bankers'  acceptances  rank junior to domestic deposit
liabilities of the bank and pari passu with other senior,  unsecured obligations
of the bank.  Bank  notes  are not  insured  by the  Federal  Deposit  Insurance
Corporation  or any other  insurer.  Deposit  notes are  insured by the  Federal
Deposit  Insurance  Corporation only to the extent of $100,000 per depositor per
bank.

Ratings as Investment  Criteria.  In general,  the ratings of Moody's  Investors
Service,  Inc. ("Moody's") and Standard & Poor's Ratings Group ("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 debt 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 the minimum  required  for purchase by
the Fund. Neither of these events will require the sale of the securities by the
Fund.

Investments  in  Foreign  Securities.  The  Fund  may  invest  directly  in  the
securities of foreign  issuers as well as securities in the form of sponsored or
unsponsored American Depository Receipts ("ADRs"),  European Depository Receipts
("EDRs"),  Global  Depository  Receipts (GDRs),  convertible  preferred  stocks,
preferred stocks and warrants or other securities convertible into securities of
foreign  issuers.  ADRs are receipts  typically  issued by a U.S.  bank or trust
company which evidence  ownership of underlying  securities  issued by a foreign
corporation.  EDRs are  receipts  issued  in  Europe  which  evidence  a similar
ownership  arrangement.  Issuers  of  unsponsored  ADRs  are  not  contractually
obligated to disclose material information,  including financial information, in
the United  States.  Generally,  ADRs are designed for use in the United  States
securities markets and EDRs are designed for use in European securities markets.

An investment in foreign securities including ADRs may be affected by changes in
currency rates and in exchange control regulations. Issuers of unsponsored ADRs
are not contractually obligated to disclose material information including
financial information, in the United States and, therefore, there may not be a
correlation between such information and the market value of the unsponsored
ADR. Foreign companies may not be subject to accounting standards or government
supervision comparable to U.S. companies, and there is often less publicly
available information about their operations. Foreign companies may also be
affected by political or financial instability abroad. These risk considerations
may be intensified in the case of investments in ADRs of foreign companies that
are located in emerging market countries. ADRs of companies located in these
countries may have limited marketability and may be subject to more abrupt or
erratic price movements.


                                       5
<PAGE>


Foreign Currency Transactions. The Fund may engage in foreign currency
transactions. Foreign currency 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
hedge against  fluctuations  in currency  exchange rates  affecting a particular
transaction or portfolio position.  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.  The Fund will not
engage in speculative forward foreign currency exchange transactions.

If the Fund purchases a forward contract, the Fund will segregate cash or liquid
securities  in a separate  account 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 in forward 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.

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.


                                       6
<PAGE>


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.

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 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 and the expense of enforcing its rights.

Reverse  Repurchase  Agreements  and Other  Borrowings . 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 the securities
(plus any accrued interest thereon) under such agreements.

The Fund will not enter into reverse repurchase agreements and other borrowings
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 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 Advisers will
monitor the creditworthiness of the banks involved.


                                       7
<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  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
on illiquid  investments.  The Trustees have adopted  guidelines and delegate to
the Advisers the daily function of  determining  the monitoring and 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 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."


                                       8
<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. However, 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.


                                       9
<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.  The Fund may purchase and
sell futures  contracts  based on various  securities  (such as U.S.  Government
securities) and securities  indices,  foreign currencies and any other financial
instruments  and  indices and  purchase  and write call and put options on these
futures contracts. The Fund may purchase and sell futures and options on futures
for  hedging  or other  non-speculative  purposes.  The Fund may also enter into
closing  purchase and sale  transactions  with respect to any of these contracts
and options.  All futures contracts entered into by a 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 a Fund proposes to acquire or the
exchange  rate of currencies  in which the  portfolio  securities  are quoted or
denominated.  When  securities  prices are falling,  a Fund can seek to offset a
decline in the value of its  current  portfolio  securities  through the sale of
futures  contracts.  When  securities  prices are  rising,  a 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. A
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.

A Fund may, for example, take a "short" position in the futures market by
selling futures contracts in an attempt to hedge against an anticipated 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 a Fund or securities with
characteristics similar to those of the Fund's portfolio securities. Similarly,
a 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.


                                       10
<PAGE>


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

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

On other  occasions,  a 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 rates then available in the applicable  market to
be less  favorable  than prices  that are  currently  available.  Subject to the
limitations  imposed on the funds, as described  above, a 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  purchase of put and call options on futures
contracts  will give a 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, a 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 a Fund's  assets.  By writing a call
option, a 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,
a 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 each 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. A 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 or for other non-speculative purposes
as permitted by the CFTC. These purposes may include using futures and options
on futures as substitute for the purchase or sale of securities or currencies to
increase or reduce exposure to particular markets. To the extent that a 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


                                       11
<PAGE>


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 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.

Transactions  in futures  contracts  and  options on futures  involve  brokerage
costs,  require  margin  deposits  and,  in the case of  contracts  and  options
obligating  a 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 a Fund than if it
had not entered into any futures contracts or options transactions.

Perfect  correlation  between a 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.

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 the loaned securities involved in the
transaction. As a result, the Fund may incur a loss or, in the event of the
borrower's bankruptcy, the Fund may be delayed in or prevented from liquidating
the collateral. It is a fundamental policy of the Fund not to lend portfolio
securities having a total value in excess of 33 1/3 % of its total assets.


                                       12
<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 Investment
Restriction.  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.

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, of any type or maturity,  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
higher brokerage expenses. The Fund's portfolio turnover rate is set forth in
the table under the caption "Financial Highlights" in the Prospectus.


                                       13
<PAGE>


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, 5 and 6
         below and as  otherwise  permitted  under the 1940 Act. 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 and options on futures
         contracts, forward commitments,  forward foreign exchange contracts and
         repurchase  agreements  entered  into in  accordance  with  the  Fund's
         investment policies are not deemed to be senior securities.

2.       Borrow money, except: (i) 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;
         (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; and (v) as
         otherwise permitted under 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 purposes of the Securities Act of 1933.

4.       Purchase,  sell or  invest in real  estate,  but  subject  to its other
         investment  policies  and  restrictions  may  invest in  securities  of
         companies  that deal in real  estate or are  engaged in the real estate
         business.  These companies  include real estate  investment  trusts and
         securities secured by real estate or interests in real estate. The fund
         may hold and sell real estate acquired through default,  liquidation or
         other  distributions  of an  interest in real estate as a result of the
         fund's ownership of securities.

5.       Invest in  commodities  or  commodity  futures  contracts,  except  for
         transactions in financial derivative  contracts.  Financial derivatives
         include forward currency  contracts;  financial  futures  contracts and
         options  on  financial  futures  contracts;  options  and  warrants  on
         securities,  currencies and financial  indices;  swaps,  caps,  floors,
         collars  and  swaptions;  and  repurchase  agreements  entered  into in
         accordance with the fund's investment policies.

6.       Make loans,  except that the fund may (i) 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,  (ii) enter into  repurchase
         agreements, and (iii) 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.


                                       14
<PAGE>


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;  except that the
         Fund  will  ordinarily  invest  more  than  25%  of its  assets  in the
         biotechnology  sector. This limitation does not apply to investments in
         obligations   of  the  U.S.   Government   or  any  of  its   agencies,
         instrumentalities or authorities.

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

1.       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 of 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.

2.       Invest in the securities of an issuer for the purpose of exercising
         control or management.

3.       Purchase securities on margin, except that the Fund may obtain such
         short-term credits as may be necessary for the clearance of securities
         transactions.

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

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.

The Fund  will  invest  only in  countries  on the  Adviser's  Approved  Country
Listing.

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 and  Directors  of the Adviser or Officers  and  Directors of the
Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds").


                                       15
<PAGE>


<TABLE>
<CAPTION>

                                   Positions Held              Principal Occupation(s)
Name and Address                   With the Company            During the Past Five Years
----------------                   ----------------            --------------------------
     <S>                                  <C>                            <C>

Stephen L. Brown*                  Trustee and Chairman        Chairman and Director, John Hancock
John Hancock Place                                             Life Insurance Company (CEO until
P.O. Box 111                                                   June 2000), John Hancock Financial
Boston, MA 02117                                               Services, Inc. (CEO until June
July 1937                                                      2000); John Hancock Advisers, Inc.
                                                               (the Adviser), John Hancock Funds,
                                                               Inc. (John Hancock Funds), The
                                                               Berkeley Financial Group, Inc. (The
                                                               Berkeley Group); Director, John
                                                               Hancock Subsidiaries, Inc.; John
                                                               Hancock Signature Services, Inc.
                                                               (Signature Services) (until January
                                                               1997); John Hancock Insurance
                                                               Agency, Inc.; (Insurance Agency),
                                                               (until May 1999); Independence
                                                               Investment Associates, Inc.,
                                                               Independence International
                                                               Associates, Inc,, Independence
                                                               Fixed Income Associates, Inc.;
                                                               Insurance Marketplace Standards
                                                               Association, Committee for Economic
                                                               Development, Ionics, Inc. (since
                                                               June 2000), Aspen Technology, Inc.
                                                               (since June 2000), Jobs for
                                                               Massachusetts, Federal Reserve Bank
                                                               of Boston (until March 1999);
                                                               Financial Institutions Center
                                                               (until May 1996), Freedom Trail
                                                               Foundation (until December 1996)
                                                               Beth Israel Hospital and
                                                               Corporation (until November 1996);
                                                               Director and Member (Beth
                                                               Israel/Deaconess Care Group),
                                                               Member, Commercial Club of Boston,
                                                               President (until April 1996);
                                                               Trustee, Wang Center for the
                                                               Performing Arts, Alfred P. Sloan
                                                               Foundation, John Hancock Asset
                                                               Management (until March 1997);
                                                               Member, Boston Compact Committee,
                                                               Mass. Capital Resource Company;
                                                               Chairman, Boston Coordinating
                                                               Committee ("The Vault") (until
                                                               April 1997).

Maureen R. Ford *                  Trustee, Vice Chairman,     President, Broker/Dealer
101 Huntington Avenue              President and Chief         Distributor, John Hancock Life
Boston, MA  02199                  Executive Officer (1,2)     Insurance Company; Vice Chairman,
March 1950                                                     Director, President and Chief
                                                               Executive Officer, the Adviser, The
                                                               Berkeley Group, John Hancock Funds;
                                                               Chairman, Director and President,
                                                               Insurance Agency, Inc.; Chairman,
                                                               Director and Chief Executive
                                                               Officer, Sovereign Asset Management
                                                               Corporation (SAMCorp.); Senior Vice
                                                               President, MassMutual Insurance Co.
                                                               (until 1999); Senior Vice
                                                               President, Connecticut Mutual
                                                               Insurance Co. (until 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.


                                       16
<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
101 Huntington Avenue                                          University School of Law (as of
Boston, MA  02199                                              1996); Director, Brookline
June 1931                                                      Bankcorp.

Richard P. Chapman, Jr.            Trustee (1)                 Chairman, President, and Chief
101 Huntington Avenue                                          Executive Officer, Brookline
Boston, MA  02199                                              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
101 Huntington Avenue                                          Senior Credit Officer, Citibank,
Boston, MA  02199                                              N.A. (retired September 1991);
January 1933                                                   Executive Vice President, Citadel
                                                               Group Representatives, Inc.;
                                                               Trustee, the Hudson City Savings
                                                               Bank (since 1995).

Leland O. Erdahl                   Trustee                     Director of Uranium Resources
101 Huntington Avenue                                          Corporation, Hecla Mining Company,
Boston, MA  02199                                              Canyon Resources Corporation and
December 1928                                                  Apollo Gold, Inc.; Director
                                                               Original Sixteen to One Mines, Inc.
                                                               (until 1999); Management Consultant
                                                               (from 1984-1987 and 1991-1998);
                                                               Director, Freeport-McMoran Copper &
                                                               Gold, Inc. (until 1997); Vice
                                                               President, Chief Financial Officer
                                                               and Director of Amax Gold, Inc.
                                                               (until 1998).

Richard A. Farrell                 Trustee                     President of Farrell, Healer & Co.,
101 Huntington Avenue                                          (venture capital management firm)
Boston, MA  02199                                              (since 1980); Prior to 1980, headed
November 1932                                                  the venture capital group at Bank
                                                               of Boston Corporation.

Gail D. Fosler                     Trustee                     Senior Vice President and Chief
101 Huntington Avenue                                          Economist, The Conference Board
Boston, MA  02199                                              (non-profit economic and business
December 1947                                                  research); Director, Unisys Corp.;
                                                               Director, H.B. Fuller Company; and
                                                               DBS Holdings (Singapore) (Banking
                                                               and Financial Services); Director,
                                                               National Bureau of Economic
                                                               Research (academic).


-------------------
*   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>

William F. Glavin                  Trustee                     President Emeritus, Babson College
101 Huntington Avenue                                          (as of 1997); Vice Chairman, Xerox
Boston, MA  02199101                                           Corporation (until June 1989);
March 1932                                                     Director, Caldor Inc., Reebok, Inc.
                                                               (since 1994) and Inco Ltd.

Dr. John A. Moore                  Trustee                     President and Chief Executive
101 Huntington Avenue                                          Officer, Institute for Evaluating
Boston, MA  02199                                              Health Risks, (nonprofit
February 1939                                                  institution) (since September
                                                               1989).

Patti McGill Peterson              Trustee                     Executive Director, Council for
101 Huntington Avenue                                          International Exchange of Scholars
Boston, MA  02199                                              (since January 1998), Vice
May 1943                                                       President, Institute of
                                                               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
101 Huntington Avenue                                          Administration Emeritus, Harvard
Boston, MA  02199                                              University Graduate School of
September 1931                                                 Business Administration (as of June
                                                               1998).

William L. Braman                Executive Vice President and  Executive Vice President and Chief
101 Huntington Avenue            Chief Investment Officer (2)  Investment Officer, each of the
Boston, MA 02199                                               John Hancock Funds; Executive Vice
December 1953                                                  President and Chief Investment
                                                               Officer, Barring Asset Management,
                                                               London UK (until May 2000).



-------------------
*   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>

Susan S. Newton               Vice President, Secretary and    Vice President and Chief Legal
101 Huntington Avenue         Chief Legal Officer              Officer the Adviser; John Hancock
Boston, MA 02199                                               Funds; Vice President Signature
March 1950                                                     Services (until May 2000), The
                                                               Berkeley Group, NM Capital and
                                                               SAMCorp.

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

Thomas H. Connors             Vice President and Compliance    Vice President and Compliance
101 Huntington Avenue         Officer                          Officer, the Adviser; Vice
Boston, MA  02199                                              President, John Hancock Funds, Inc.
September 1959



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

                                       19
<PAGE>


The following tables provide information regarding the compensation paid by the
Fund and the other investment companies in the John Hancock Fund Complex to the
Independent Trustees for their services. Messrs. Brown and Ms. Ford, 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 received no
compensation from the Fund for their services.



                                                       Total Compensation From
                                 Aggregate             the Fund and John Hancock
                                 Compensation from     Fund Complex to
Independent Trustees             the Fund (1)          Trustees (2)
--------------------             ------------          -------------------------

Dennis J. Aronowitz               $  25
Richard P. Chapman*                  25
William J. Cosgrove*                 25
Leland O. Erdahl                     25
Richard A. Farrell                   25
Gail D. Fosler                       25
William F. Glavin*                   25
Dr. John A. Moore*                   25
Patti McGill Peterson                25
John Pratt                           25
                                 ------
Total                              $250

(1) Compensation is estimated for the current fiscal year ending October 31,
2001.

(2) Total compensation paid by the John Hancock Funds Complex to the Independent
Trustees is as of December  31,  2000.  As of this date,  there were  sixty-nine
funds in the John Hancock Fund Complex with each of these  Independent  Trustees
serving on thirty-one funds.

*As  of  December  31,  2000,  the  value  of  the  aggregate  accrued  deferred
compensation  amount from all funds in the John  Hancock  Funds  Complex for Mr.
Chapman was  $112,162,  Mr.  Cosgrove was $ , Mr. Glavin was $ and for Dr. Moore
was $ under  the John  Hancock  Group of Funds  Deferred  Compensation  Plan for
Independent Trustees (the "Plan").

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 or
Trustees  of one or more of the other  funds for  which  the  Adviser  serves as
investment adviser.

Effective  March 1, 2001,  the Trustees  appointed an advisory  board to provide
information on developments in the biotechnology  sector to investment  officers
of the Fund.  The advisory board has provided  information of a general  medical
and scientific nature to investment officers of the John Hancock Health Sciences
Fund,  another  Series of the Trust,  since June 16,  1992.  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


                                       20
<PAGE>


the New England Medical Center Hospitals - Tufts University School of Medicine,
located at 750 Washington Street, Boston, Massachusetts 02111 and Martin A.
Samuels, M.D., since 1988 Chief of Neurology with Brigham and Woman's Hospitals,
75 Francis Street, Boston, Massachusetts 02115. Each member of the advisory
board is paid an annual retainer of $10,000, which will be allocated to John
Hancock Biotechnology Fund and John Hancock Health Sciences Fund and paid
proportionately based on each Fund's assets.

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 funds in the John
Hancock  group of funds as well as retail and  institutional  privately  managed
accounts.  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
with  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.

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
memberships; 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:

Average Daily Net Assets                                     Annual Rate
------------------------                                     -----------
First $500,000,000                                                0.90%
Next $500,000,000                                                 0.85%
Amount over $1,000,000,000                                        0.80%

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.


                                       21
<PAGE>


The Adviser has agreed to limit the Fund's  expenses  (excluding  12b-1 fees) to
1.30% of the Fund's average daily net assets.  The Adviser reserves the right to
terminate this limitation in the future.

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

The  continuation  of the  Advisory  Agreement  and the  Distribution  Agreement
(discussed below) was approved by all Trustees.  The 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  or  "interested
persons" of any such  parties.  Both  Agreements  may be  terminated  on 60 days
written notice by any 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.

Personnel of the Adviser and its affiliates may trade securities for their
personal accounts. The Fund also may hold, or may be buying or selling, the same
securities. To prevent the Fund from being disadvantaged, the Adviser and its
affiliates and the Fund have adopted a code of ethics which restricts the
trading activity of those personnel.


                                       22
<PAGE>


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.  These Selling  Brokers are  authorized to
designate  other  intermediaries  to receive  purchase and redemption  orders on
behalf of the Fund.  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 from
a sales  charge  imposed,  in the case of Class A and C  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.

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 shares  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  fees will not exceed  0.25% of the Fund's
average daily net assets  attributable to each class of shares. The distribution
fees will be used to  reimburse  the 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 the 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 it incurs 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 with no additional liability for these
expenses to the shareholders and 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 provides the Fund
with a written  report of the amounts  expended  under the Plans and the purpose
for which these  expenditures  were made. The Trustees review these reports on a
quarterly basis to determine their continued appropriateness.

The Plans provide that they will continue in effect only so long as its
continuance is approved at least annually by a majority of both the Trustees and
the Independent Trustees. The Plans provide that they may be terminated without
penalty, (a) by a 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


                                       23
<PAGE>


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, 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 the 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 the
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 the
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.

SALES COMPENSATION

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

The two primary sources of compensation payments are (1) the 12b-1 fees that are
paid out of the Fund's assets and (2) sales charges paid by investors. The sales
charges and 12b-1 fees 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 a  reallowance,  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 fund net assets.  This fee is paid  quarterly in
arrears by the Fund.

In addition, from time to time, John Hancock Funds, at its expense, may provide
significant additional compensation to financial services firms which sell or
arrange for the sale of shares of the Fund. Such compensation provided by John
Hancock Funds may include, for example, financial assistance to financial
services firms in connection with their conferences or seminars, sales or
training programs for invited registered representatives and other employees,
payment for travel expenses, including lodging, incurred by registered
representatives and other employees for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
Funds, and/or other financial services firms-sponsored events or activities.
From time to time, John Hancock Funds may make expense reimbursements for
special training of a financial services firm's registered representatives and
other employees in group meetings or to help pay the expenses of sales contests.
Other compensation, such as asset retention fees, finder's fees and
reimbursement for wire transfer fees, may be offered to the extent not
prohibited by law or any self-regulatory agency, such as the NASD.


                                       24
<PAGE>

<TABLE>
<CAPTION>


                                   Sales charge             Maximum                 First year service     Maximum total
                                   paid by investors        reallowance             fee (% of net          compensation (1)
Class A investments                (% of offering price)    (% of offering price)   investment) (3)        (% 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 Class A share of
$1 million or more (4)
----------------------

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)

Retirement investments
of Class A shares of
$1 million or more *
--------------------

First $1M - $24,999,999            --                       0.75%                   0.25%                  1.00%
Next $25M -$49,999,999             --                       0.25%                   0.25%                  0.50%
Next $1 or more above that         --                       0.00%                   0.25%                  0.25%


                                                            Maximum                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class B investments                                         (% of offering price)   investment) (3)        (% of offering price)
-------------------                                         ---------------------   ---------------        ---------------------

All amounts                                                 3.75%                   0.25%                  4.00%


                                                            Maximum                 First year service     Maximum total
                                                            reallowance             fee (% of net          compensation (1)
Class C investments                                         (% of offering price)   Investment) (3)        (% of offering price)
-------------------                                         --------------------    ---------------        ---------------------

Amounts purchased at NAV           --                       0.75%                   0.25%                  1.00%
All amounts                        1.00%                    1.75%                   0.25%                  2.00%
</TABLE>

(1)  Reallowance  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).

(3) After first year subsequent service fees are paid quarterly in arrears.

(4) Includes new investments  aggregated with investments  since the last annual
reset.  John  Hancock  Funds  may  take  recent   redemptions  into  account  in
determining if an investment qualifies as a new investment.


                                       25
<PAGE>


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

*Retirement  investments  only.  These include  traditional,  Roth and Education
IRAs, SIMPLE IRAs, SIMPLE 401(k),  Rollover IRA, TSA, 457, 403(b), 401(k), Money
Purchase  Pension  Plan,  profit-sharing  plan  and  other  retirement  plans as
described in the Internal Revenue Code.

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 a  determination  of the Fund's NAV. If quotations
are not  readily  available,  or the value has been  materially  affected by the
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 of 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 AND CLASS C 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"). The fund no longer
issues share certificates. Shares are electronically recorded. 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.


                                       26
<PAGE>


The sales  charges  applicable to purchases of Class A and Class C 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 Charges.  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, grandparents, grandchildren, 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 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        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:


                                       27
<PAGE>



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

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

Class C shares may be offered without a front-end sales charge to:

o             Retirement  plans  for  which  John  Hancock  Signature   Services
              performs employer  sponsored plan recordkeeping  services.  (These
              types of plans include  401(k),  money  purchase  pension,  profit
              sharing and SIMPLE 401k.)

o             An investor  who buys  through a Merrill  Lynch  omnibus  account.
              However,  a CDSC may apply if the shares are sold within 12 months
              of purchase.

Class A and Class C 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 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.

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  individual's)
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 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


                                       28
<PAGE>


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 LOI of 48 months. Such an investment
(including accumulations and combinations but not including reinvested
dividends) must aggregate $50,000 or more 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 such sales  charge as may be due. By
signing  the LOI,  the  investor  authorizes  Signature  Services  to act as his
attorney-in-fact  to redeem  any  escrowed  Class A shares  and adjust the sales
charge,  if  necessary.  A LOI does not  constitute a binding  commitment  by an
investor to purchase,  or by the Fund to sell, any additional Class A shares and
may be terminated at any time.

DEFERRED SALES CHARGE ON CLASS B AND CLASS C SHARES

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

Contingent Deferred Sales Charge.  Class B 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  price or on 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


                                       29
<PAGE>


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 subject
to a 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 Class B 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 account 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" of the Prospectus.

*        Redemption  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, this waiver does not apply
         to periodic  withdrawal  plan  redemptions of Class A or Class C shares
         that are subject to a CDSC.)


                                       30
<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 shares  made after one year from the  inception
         date of a retirement plan at John Hancock for which John Hancock is the
         recordkeeper.

*        Redemption of Class A 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
IRAs,  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
         Plan/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.


                                       31
<PAGE>

<TABLE>
<CAPTION>

          <S>                  <C>               <C>               <C>              <C>               <C>

----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Type of                 401 (a) Plan      403 (b)           457              IRA, IRA          Non-retirement
Distribution            (401 (k), MPP,                                       Rollover
                        PSP) 457 & 408
                        (SEPs & Simple
                        IRAs)
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
Death or Disability     Waived            Waived            Waived           Waived            Waived
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Plan     Not Waived        Not Waived        Not Waived       Not Waived        N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
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 Excess        Waived            Waived            Waived           Waived            N/A
----------------------- ----------------- ----------------- ---------------- ----------------- ----------------
</TABLE>

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


                                       32
<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  shareholders  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 500 Index Fund and John Hancock
Intermediate  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 retirement plan (for which John Hancock is the recordkeeper)  exchanges the
plan's  Class A account  in its  entirety  from the Fund to a  non-John  Hancock
investment, the one-year CDSC applies.

If a shareholder exchanges Class B shares purchased prior to January 1, 1994 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


                                       33
<PAGE>


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.

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 any CDSC charged upon
the prior redemption and the new shares will continue to be subject to the CDSC.
The  holding  period of the  shares  acquired  through  reinvestment  will,  for
purposes of computing the CDSC payable upon a subsequent redemption, include the
holding period of the redeemed shares.

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

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

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

Retirement plans participating in Merrill Lynch's servicing programs:

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


                                       34
<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).

PURCHASES AND REDEMPTIONS THROUGH THIRD PARTIES

Shares of the Fund may be purchased or redeemed through certain  broker-dealers.
Brokers  may charge for their  services  or place  limitations  on the extent to
which  you may use the  services  of the  Fund.  The Fund will be deemed to have
received  a  purchase  or  redemption  order when an  authorized  broker,  or if
applicable,  a broker's authorized designee,  receives the order. If a broker is
an  agent  or  designee  of the  Fund,  orders  are  processed  at the NAV  next
calculated  after the broker  receives the order.  The broker must segregate any
orders it  receives  after the close of  regular  trading  on the New York Stock
Exchange  and  transmit  those  orders  to the  Fund for  execution  at NAV next
determined.  Some brokers that maintain nominee accounts with the Fund for their
clients charge an annual fee on the average net assets held in such accounts for
accounting,  servicing,  and distribution  services they provide with respect to
the underlying Fund shares. The Adviser,  the Fund, and John Hancock Funds, Inc.
(the Fund's principal distributor), share in the expense of these fees.

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 and classes
without  further  action by  shareholders.  As of the date of this  Statement of
Additional Information, the Trustees have authorized shares of the Fund and five
other series.  Additional  series may be added in the future.  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  the
multiple-class  structures.  Similarly,  the net asset  value per share may vary
depending on which class of 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


                                       35
<PAGE>


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 Fund.  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 for 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.

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. except 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 and elected to be treated as a "regulated  investment  company"  under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),  and
intends to continue to 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 distributions requirements.


                                       36
<PAGE>


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

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.

The Fund may be  subject  to  withholding  and other  taxes  imposed  by foreign
countries  with  respect  to  their  investments  in  foreign  securities.   Tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes.  Because  more than 50% of the Fund's  assets at the close of any taxable
year will not consist of stocks or securities of foreign corporations,  the Fund
will be unable to pass such taxes through to shareholders (as additional income)
along with a corresponding entitlement to a foreign tax credit or deduction. The
Fund will  deduct the  foreign  taxes it pays in  determining  the amount it has
available for distribution to shareholders.

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 asset 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  such
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 holdings in passive foreign investment  companies or
make an available  election to minimize its tax liability or maximize its return
for these investments.

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 currencies, or payables or receivables
denominated in 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 from 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.


                                       37
<PAGE>


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  could  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 sales 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.

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  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) that in a transaction 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 the
foregoing discussion.


                                       38
<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
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 carry
forward 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.  Presently,  there are no realized  capital loss  carryforwards
available to offset future net realized capital gains.

Investment in debt obligations that are at risk of or in default present special
tax issues for the Fund.  Tax rules are not entirely  clear about issues such as
when the Fund may cease to accrue interest,  original issue discount,  or market
discount,  when and to what  extent  deductions  may be taken  for bad  debts or
worthless securities,  how payments received on obligations in default should be
allocated  between   principal  and  income,   and  whether  exchanges  of  debt
obligations  in a workout  context are  taxable.  These and other issues will be
addressed by the Fund,  in the event it acquires or holds any such  obligations,
in order to reduce the risk of distributing  insufficient income to preserve its
status as a regulated  investment company and seeks to avoid becoming subject to
Federal income or excise tax.

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 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 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 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 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 extend such basis would be reduced below
zero, that current recognition of income would be required.

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


                                       39
<PAGE>


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 may 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 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  it  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 nor  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 Federal income tax law as applicable
to U.S. persons (i.e., U.S. citizens and 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.


                                       40
<PAGE>


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, W-8BEN
or  other  authorized  withholding   certificate  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.

CALCULATION OF PERFORMANCE

Total return is computed by finding the average annual compounded rate of return
over the 1 year, 5 year and 10 year periods that would equate the initial amount
invested to the ending redeemable value according to the following formula:

                      n _____
                 T = \ /ERV/P - 1

Where:

P =      a hypothetical initial investment of $1,000.
T =      average annual total return.
n =      number of years.
ERV =    ending redeemable value of a hypothetical $1,000 investment made at the
         beginning of the 1 year, 5 year, and 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 or Class
C shares or the CDSC on Class B or Class C shares into  account.  Excluding  the
Fund's  sales  charge on Class A and  Class C shares  and the CDSC on Class B or
Class C shares from a total  return  calculation  produces a higher total return
figure.

The Fund may advertise yield, where appropriate. The Fund's yield is computed by
dividing net investment  income per share  determined for a 30-day period by the
maximum  offering price per share (which  includes the full sales charge) on the
last day of the period, according to the following standard formula:


                                       41
<PAGE>


                                               6
                  Yield = 2 ( [ ( a - b ) + 1 ] - 1 )
                                 -------
                                   cd

Where:

         a =      dividends and interest earned during the period.
         b =      net expenses accrued during the period.
         c =      the average daily number of fund shares  outstanding  during
                  the period that would be entitled to receive dividends.
         d =      the maximum offering price per share on the last day of the
                  period (NAV where applicable).

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,  total return and yield 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, and excerpts from,
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 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  Adviser  pursuant  to
recommendations made by an investment  committee of the Adviser,  which consists
of officers  and  directors  of the  Adviser and  affiliates  and  officers  and
Trustees who are interested  persons of the Fund. Orders for purchases and sales
of securities are placed in a manner which, in the opinion of the 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
makers 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


                                       42
<PAGE>


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
Conduct Rules 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 brokers and dealers,  and the  negotiation of brokerage  commission
rates and dealer  spreads,  by the  reliability  and  quality  of the  services,
including primarily the availability and value of research information and, to a
lesser extent,  statistical  assistance furnished to the Adviser of the Fund and
their value and expected  contribution to the performance of the Fund. It is not
possible to place a dollar value on information and services to be received from
brokers and dealers,  since it is only  supplementary to the research efforts of
the  Adviser.  The receipt of  research  information  is not  expected to reduce
significantly  the  expenses  of  the  Adviser.  The  research  information  and
statistical  assistance  furnished  by brokers  and dealers may benefit the Life
Insurance  Company or other advisory  clients of the Adviser,  and,  conversely,
brokerage  commissions and spreads paid by other advisory clients of the Adviser
may result in research information and statistical  assistance beneficial to the
Fund. The Fund will not make commitments to allocate portfolio transactions upon
any prescribed basis. While the Adviser's officers will be primarily responsible
for  the  allocation  of the  Fund's  brokerage  business,  their  policies  and
practices in this regard must be  consistent  with the foregoing and will at all
times be subject to review by the Trustees.

As permitted by Section 28(e) of the  Securities  Exchange Act of 1934, the Fund
may pay a broker which provides  brokerage and research  services to the Fund an
amount of disclosed  commission in excess of the commission which another broker
would have charged for effecting that transaction. This practice is subject to a
good faith  determination  by the Trustees that such commission is reasonable in
light of the services  provided  and to such  policies as the Trustees may adopt
from time to time.

The  Adviser's  indirect  parent,  the  Life  Company,   is  the  indirect  sole
shareholder of Signator Investors, Inc., a broker-dealer (until January 1, 1999,
John Hancock Distributors, Inc.) "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 the 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


                                       43
<PAGE>


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
include elements of research and related investment skills, such research and
related skills will not be used by the Affiliated Broker as a basis for
negotiating commissions at a rate higher than that determined in accordance with
the above criteria.

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. Because of
this,  client  accounts in a particular  style may sometimes not sell or acquire
securities  as quickly or at the same prices as they might if each were  managed
and traded individually.

For  purchases  of equity  securities,  when a complete  order is not filled,  a
partial  allocation  will be made to each  account  pro rata  based on the order
size.  For high demand issues (for example,  initial public  offerings),  shares
will be  allocated  pro rata by account  size as well as on the basis of account
objective,  account  size ( a small  account's  allocation  may be  increased to
provide it with a meaningful  position),  and the account's other  holdings.  In
addition,  an account's  allocation may be increased if that account's portfolio
manager was  responsible  for generating  the  investment  idea or the portfolio
manager  intends to buy more shares in the  secondary  market.  For fixed income
accounts, generally securities will be allocated when appropriate among accounts
based on account size, except if the accounts have different objectives or if an
account is too small to get a  meaningful  allocation.  For new  issues,  when a
complete order is not filled, a partial  allocation will be made to each account
pro rata based on the order size.  However, if a partial allocation is too small
to be  meaningful,  it may be  reallocated  based  on such  factors  as  account
objectives,  duration  benchmarks  and  credit  and  sector  exposure.  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 and $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 allocated to each class on the basis of
their relative net asset value.

CUSTODY OF PORTFOLIO

Portfolio  securities  of the Fund are held  pursuant to a  custodian  agreement
between the Fund and State Street Bank & Trust  Company,  225  Franklin  Street,
Boston,  Massachusetts 02110. Under the custodian agreement, State Street Bank &
Trust Company performs custody, portfolio and fund accounting services.


                                       44
<PAGE>


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.









                                       45
<PAGE>


APPENDIX A - 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).  Incomplete correlation can result
in  unanticipated  risks.  (e.g.,  short sales,  financial  futures and options;
securities and index options, currency contracts).

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.,  borrowing;   reverse  repurchase  agreements,   repurchase
agreements,  securities  lending,   non-investment-grade  securities,  financial
futures and options; securities and index options).

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.,  foreign
equities,  financial futures and options; securities and index options, currency
contracts).

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

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.,
non-investment-grade  securities,  financial futures and options; securities and
index options).

Leverage risk  Associated  with securities or practices (such as borrowing) that
multiply  small index or market  movements  into large changes in value.  (e.g.,
borrowing;  reverse repurchase  agreements,  when-issued  securities and forward
commitments).


                                      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.  (e.g.,  short  sales,   financial  futures  and  options
     securities and index options; currency contracts).

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. (e.g., short sales,  financial futures
     and options securities and index options; currency contracts).

o    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.,  non-investment-grand securities,
     short sales,  restricted  and illiquid  securities,  financial  futures and
     options securities and index options; currency contracts).

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 the price  originally  paid for it, or 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, non-investment-grade securities,
foreign equities,  financial  futures and options;  securities and index options
restricted and illiquid securities).

Natural event risk The risk of losses attributable to natural disasters, crop
failures and similar events. (e.g., foreign equities).

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;
financial   futures  and  options;   securities  and  index  options,   currency
contracts).

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 equities).

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 securities,
restricted and illiquid securities).


                                      A-2
<PAGE>


APPENDIX B

Description of Bond Ratings

The ratings of Moody's  Investors  Service,  Inc. and Standard & Poor's  Ratings
Group  represent  their  opinions as to the quality of various debt  instruments
they  undertake to rate. It should be  emphasized  that ratings are not absolute
standards of quality.  Consequently,  debt  instruments  with the same maturity,
coupon and rating may have different  yields while debt  instruments of the same
maturity and coupon with different ratings may have the same yield.

MOODY'S INVESTORS SERVICE, INC.

Aaa: 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.

Aa: 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 fluctuations 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.

A: 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 at some time in the future.

Baa: 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.

Ba:  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.

B: Bonds  which are rated B  generally  lack the  characteristics  of  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.


                                      B-1
<PAGE>


STANDARD & POOR'S RATINGS GROUP

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

AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest 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 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:  Debt  rated  BB,  and  B 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 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.

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>


FINANCIAL STATEMENTS










                                      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 IV of the Registrant's Declaration
of Trust included as Exhibit 1 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 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 By-Laws of 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 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, John Hancock Investment Trust
III and John Hancock Equity Trust.

(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>

Stephen L. Brown                         Director and Chairman                Trustee and Chairman
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Maureen R. Ford                    Director, Vice Chairman, President    Trustee, Vice Chairman, President
101 Huntington Avenue                 and Chief Executive Officer           and Chief Executive Officer
Boston, Massachusetts

Robert H. Watts                         Director, Executive Vice                      None
John Hancock Place                   President and Chief Compliance
P.O. Box 111                                    Officer
Boston, Massachusetts

David A. King                                   Director                              None
380 Stuart Street
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, Chief Legal
101 Huntington Avenue                        and Secretary                 Officer and Secretary
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

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>

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

Kathleen M. Graveline                    Senior Vice President                       None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Keith F. Hartstein                       Senior Vice President                       None
101 Huntington Avenue
Boston, Massachusetts

Dale A. Bearden                          Vice President                              None
101 Hntington Avenue
Boston, Massachusetts

Peter Mawn                               Senior Vice President                       None
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>
Karen F. Walsh                              Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Gary Cronin                                 Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Kristine McManus                            Vice President                           None
101 Huntington Avenue
Boston, Massachusetts

Thomas H. Connors                           Vice President                       Vice President and
101 Huntington Avenue                       and Compliance                       Compliance Officer
Boston, Massachusetts                         Officer
</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 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 13th day of December, 2000.

                                                  JOHN HANCOCK WORLD FUND

                                           By:___________*_______________
                                           Stephen L. Brown
                                           Chairman and Trustee

         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>

             *                              Trustee and Chairman                December 13, 2000
------------------------------------
Stephen L. Brown

         *
------------------                          Trustee, Vice Chairman
Maureen R. Ford                             and Chief Executive Officer


/s/James J. Stokowski                       Vice President and Treasurer
__________________                          (Principal Accounting Officer)
James J. Stokowski

_________*__________                        Trustee
Dennis S. Aronowitz

_________*_____________                     Trustee
Richard P. Chapman, Jr.

_________*_____________                     Trustee
William J. Cosgrove

_________*_____________                     Trustee
Leland O. Erdahl


<PAGE>




_______*_________                           Trustee
Richard A. Farrell

_______*_________                           Trustee
Gail D. Fosler

________*_______________                    Trustee
William F. Glavin

________*_______________                    Trustee
John A. Moore

________*_______________                    Trustee
Patti McGill Peterson

________*_______________                    Trustee
John W. Pratt



By:      /s/Susan S. Newton                                   December 13, 2000
         ------------------
         Susan S. Newton,
         Attorney-in-Fact, under
         Powers of Attorney dated
         December 7, 1999.





<PAGE>

                             John Hancock World Fund

                               (File no. 33-10722)

                                INDEX TO EXHIBITS


99.(a)   Amended and Restated Declaration of Trust dated June 8, 1999.********

99.(a).1 Amendment to Declaration of Trust to change name of Series to Health
         Sciences Fund effective March 1, 2000.********

99.(a).2 Instrument Fixing the number of Trustees and appointing individual to
         fill vacancy dated December 7, 1999.*********

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.*

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
         March 9, 1999.********

99.(g).1 Amendement to Custodian Agreement between John Hancock Mutual Funds and
         Investors Bank & Trust Company dated March 9, 1999.********

<PAGE>


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.+

99.(j)   Other Opinions.  Auditor's Consent. Not Applicable

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.(m).3 Class C Distribution Plan Between Pacific Basin, Global Health Sciences
         and European Equity Funds dated March 1, 1999.********

99.(n)   Financial Data Schedule. Not Applicable

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.*******

99.(p)   Code of Ethics. John Hancock Advisers, Inc. and each of the John
         Hancock Funds (together called "John Hancock Funds").+

*        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.

*******  Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 25 file nos. 811-4932 and 33-10722 on
         February 25, 1999, accession number 0001010521-99-000141.

******** Previously filed electronically with Registration Statement and/or
         post-effective amendment no. 26 file nos. 811-7932 and 33-10722 on
         December 23, 1999, accession number 0001010521-99-000391.

********* Previously filed electronically with Registration Statement and/or
          post-effective amendment no. 27 file nos. 811-7932 and 33-10722 on
          February 25, 2000, accession number 0001010521-00-000200.

+        Filed herewith
</TABLE>



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