HANCOCK JOHN SERIES INC, 485BPOS, 1995-05-15

HANCOCK JOHN SERIES INC
485BPOS, 1995-05-15

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<PAGE> 1
Registration No. 33-16048
ICA No. 811-5254

AS FILED ON MAY 15, 1995

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 19 /x/
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/

Amendment No. 21 /x/
JOHN HANCOCK SERIES, INC.
(Exact Name of Registrant as Specified in Articles of Incorporation)

101 Huntington Avenue, Boston, Massachusetts 02199-7603
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (617) 375-1700

Thomas H. Drohan, Esq.
John Hancock Advisers, Inc.
101 Huntington Avenue, Boston, Massachusetts 02199-7603
(Name and Address of Agent for Service)
__________________________

It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
- ---
X on May 15, 1995 pursuant to paragraph (b)
- ---
60 days after filing pursuant to paragraph (a)
- ---
on [date] pursuant to paragraph (a) of rule 485
- ---

Registrant has previously elected, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, to register an indefinite number of its shares
of beneficial interest for sale under the Securities Act of 1933 and filed its
Rule 24f-2 Notice on or about December 21, 1994.

<PAGE> 2

JOHN HANCOCK SERIES, INC.

CROSS REFERENCE SHEET

<TABLE>
Cross Reference Sheet
---------------------

Pursuant to Rule 495(a) under the Securities Act of 1933

<CAPTION>
ITEM NUMBER FORM N-1A, PROSPECTUS CAPTION STATEMENT OF ADDITIONAL
PART A INFORMATION CAPTION
- -----------------------------------------------------------------------------
<S> <C> <C>
1 Front Cover Page *

2 Expense Information; The *
Fund's Expenses; Share Price

3 The Fund's Financial *
Highlights; Performance

4 Investment Objectives and *
Policies; Organization and
Management of the Fund

5 Organization and Management *
of the Fund; The Fund's
Expenses; Back Cover Page

6 Organization and Management *
of the Fund; Dividends and
Taxes; How to Buy Shares;
How to Redeem Shares;
Additional Services and
Programs

7 How to Buy Shares; Share *
Price; Additional Services
and Programs; Alternative
Purchase Arrangements; The
Fund's Expenses; Back Cover
Page

8 How to Redeem Shares *

9 Not Applicable *

10 * Front Cover Page

11 * Table of Contents

12 * Organization of the
Corporation
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
13 * Investment Objectives
and Policies; Certain
Investment Practices;
Investment Restrictions

14 * Those Responsible for
Management

15 * Those Responsible for
Management

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

17 * Brokerage Allocation

18 * Description of
Corporation's Shares

19 * Net Asset Value;
Additional Services and
Programs

20 * Tax Status

21 * Distribution Contract

22 * Calculation of
Performance

23 * Financial Statements
</TABLE>

<PAGE> 4

JOHN HANCOCK
MONEY MARKET
FUND B

PROSPECTUS
MAY 15, 1995
- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 4
Organization and Management of the Fund............................................... 6
The Fund's Expenses................................................................... 7
Dividends and Taxes................................................................... 8
How to Buy Shares..................................................................... 9
Share Price........................................................................... 10
How to Redeem Shares.................................................................. 13
Additional Services and Programs...................................................... 15
Investments, Techniques and Risk Factors.............................................. 18
</TABLE>

This Prospectus sets forth the information about John Hancock Money Market
Fund B (the "Fund"), a diversified series of John Hancock Series, Inc. (the
"Company"), that you should know before investing. Please read and retain it for
future reference.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

Additional information about the Fund and the Company has been filed with the
Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Fund's Statement of Additional Information, dated May 15, 1995 and incorporated
by reference into this Prospectus, free of charge by writing or telephoning:
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 5

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund's fiscal
year ended October 31, 1994. Actual fees and expenses of Fund shares in the
future may be greater or less than those indicated.

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)...................................... None
Maximum sales charge imposed on reinvested dividends............................................................... None
Maximum deferred sales charge...................................................................................... 5.00% *
Redemption fee+.................................................................................................... None
Exchange fee....................................................................................................... None

* A contingent deferred sales charge will be imposed on redemptions of amounts
exchanged into the Fund from other John Hancock funds if the shareholder's
combined holding period for the exchanged shares and the Fund shares is six
years or less (four years or less, in the case of exchanges from John
Hancock Short-Term Strategic Income Fund, John Hancock Limited-Term
Government Fund and John Hancock Adjustable U.S. Government Trust). See
"Share Price". The contingent deferred sales charge will be waived for
redemptions of Fund shares purchased (other than pursuant to an exchange) on
or after the date of this Prospectus and not exchanged into another fund.
** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.
*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.
+ Redemption by wire fee (currently $4.00) not included.

<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
-- Assuming complete redemption at end of period......................... $ 71 $95 $ 131 $239
-- Assuming no redemption................................................ $ 21 $65 $ 111 $239
</TABLE>

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the National Association of Securities Dealers,
Inc.'s Rules of Fair Practice.

The management and 12b-1 fees referred to above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement of
Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contract."

2
<PAGE> 6

THE FUND'S FINANCIAL HIGHLIGHTS

The information in the following table of financial highlights has been
audited by Ernst & Young LLP, the Fund's independent auditors, whose unqualified
report is included in the Statement of Additional Information. Further
information about the performance of the Fund is contained in the Fund's Annual
Report to shareholders which may be obtained free of charge by writing or
telephoning John Hancock Investor Services Corporation ("Investor Services") at
the address or telephone number listed on the front page of this Prospectus.

<TABLE>
Selected data for a share outstanding throughout each period is as follows:
<CAPTION>
YEAR ENDED OCTOBER 31,
------------------------------------------------------------------------ PERIOD ENDED
1994 1993 1992 1991 1990 1989 1988 OCTOBER 31, 1987(1)
------ ------ ------ ------ ------ ------ ------ -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a share outstanding
during each period:
Net asset value, beginning of
period......................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income............ 0.018 0.009 0.017 0.045 0.061 0.072 0.059 0.0007
LESS DISTRIBUTIONS
Dividends from net investment
income......................... (0.018) (0.009) (0.017) (0.045) (0.061) (0.072) (0.059) (0.0007)
------ ------ ------ ------ ------ ------ ------ -------
Net asset value, end of period... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ====== ====== ====== =================
Total Return(2).................. 1.87% 0.85% 1.73% 4.61% 6.30% 7.40% 6.06% 0.06%
====== ====== ====== ====== ====== ====== ====== =================
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net
assets......................... 2.06% 2.44% 2.47% 2.23% 2.31% 2.59% 2.41% 0.03%
Ratio of expense reimbursement to
average
net assets..................... -- -- -- (0.12)% (0.15)% (0.47)% (0.90)% (0.02)%
------ ------ ------ ------ ------ ------ ------ -------
Ratio of net expenses to average
net assets..................... 2.06% 2.44% 2.47% 2.11% 2.16% 2.12% 1.51% 0.01%
====== ====== ====== ====== ====== ====== ====== =================
Ratio of net investment income to
average net assets............. 1.97% 0.85% 1.69% 4.45% 6.11% 7.16% 6.01% 0.07%
Net Assets, end of period (in
thousands)..................... $58,366 $31,546 $31,480 $20,763 $21,099 $13,610 $7,692 $2,535

<FN>
- ---------------
(1) Financial highlights, including total return, are for the period from
October 26, 1987 (date of the Fund's initial offering of shares to the
public) to October 31, 1987 and have not been annualized.

(2) Total return does not include the effect of the contingent deferred sales
charge.

</TABLE>

YIELD INFORMATION

For the seven days ended December 31, 1994, the Fund's annualized yield and
effective yield were 3.28% and 1.87%, respectively. On December 31, 1994, the
Fund's average portfolio maturity was 28 days.

Current information on the Fund's annualized yield during a recent seven-day
period may be obtained by calling the Easi-Line at 1-800-338-8080 or a customer
service representative, 1-800-225-5291.

For information on how the Fund calculates its annualized yield see the
Statement of Additional Information.

3
<PAGE> 7

INVESTMENT OBJECTIVE AND POLICIES

The Fund seeks to provide maximum current income consistent with the
preservation of capital and maintenance of liquidity by investing in high
quality money market instruments. Securities in which the Fund invests may not
earn as high a level of current income as longer term or lower quality
securities, which generally have less liquidity, greater market risk, and more
fluctuation in market value.

The Fund is intended only as a temporary investment for investors who are
considering which of the other funds in the John Hancock group of funds offered
subject to the imposition of contingent deferred sales charges to invest in, or
as an investment for shareholders of such funds whose investment goals have
changed after their initial investment in such funds so that investment in a
short term, high grade money market portfolio like the Fund is suitable. This is
because investment in the Fund, unlike investment in most money market funds, is
subject to certain contingent deferred sales charges. See "Additional Services
and Programs -- Exchange Privilege."

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

THE FUND SEEKS TO PROVIDE MAXIMUM CURRENT
INCOME CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND MAINTENANCE OF LIQUIDITY BY
INVESTING IN HIGH QUALITY MONEY MARKET
INSTRUMENTS.

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

The Fund pursues its objective by investing in any combination of the following
money market securities: (i) U.S. Government securities; (ii) repurchase
agreements; (iii) bank obligations such as bank certificates of deposit and
bankers' acceptances; (iv) commercial paper and certain debt obligations; and
(v) U.S. dollar-denominated certificates of deposit and bankers' acceptances
issued by foreign branches of major American and foreign commercial banks
("Eurodollar CDs" and "Eurodollar BAs") and foreign banks with branch offices in
the United States ("Yankee CDs" and "Yankee BAs"). See "Investments, Techniques
and Risk Factors" in this Prospectus and "Certain Investment Practices" in the
Statement of Additional Information.

The market values of the securities purchased by the Fund will generally
fluctuate inversely with changes in interest rates. In order to minimize these
fluctuations to the extent reasonably possible and to maintain the net asset
value per share of the Fund at $1, the Fund utilizes amortized cost valuation.
In addition, the Fund will not purchase any security with a remaining effective
maturity of more than 13 months from the date of purchase. Exception: The Fund
may purchase a security with a maturity of more than one year if it is coupled
with a put that can be exercised in less than one year. The dollar weighted
average maturity of the Fund will not exceed 90 days. These restrictions do not
apply to the underlying securities acquired pursuant to repurchase agreements.

With regard to the Fund's investments in both rated (all ratings are at the time
of investment) and unrated (excluding U.S. Government securities) obligations,
the Fund will purchase only:

(1) a short term obligation (including a long term corporate debt obligation
having one year or less remaining to maturity whose issuer has high quality
rated short term debt obligations, hereinafter referred to as a "corporate
bond"), which is:

(a) rated in the highest category by both Standard and Poor's Ratings Group
("S&P") and Moody's Investor's Services ("Moody's"); or

4
<PAGE> 8

(b) rated in the highest category by only one of the rating services
described in (a) and also rated in the highest category by any other
nationally recognized statistical rating organization (hereinafter
together with S&P and Moody's, collectively referred to as "rating
services"); or

(c) rated by only one rating service, which rating is in its highest
category, and the purchase of such obligation is approved or ratified
by the Board of Directors; or

(d) unrated and whose issuer has short-term securities rated as described
in (a), (b) and (c); or

(e) unrated, other than those described in (d), and which is determined by
the Adviser to be of comparable quality to obligations rated in (a),
(b) or (c) and such determination is approved or ratified by the Board
of Directors (hereinafter, obligations described under (a), (b), (c),
(d) and (e) are collectively referred to as "premium obligations"; and

(2) any of the following obligations, not included as a premium obligation
referenced above (collectively "other eligible obligations"), which is:

(a) a corporate bond rated by only one rating service, which rating is in
its second highest category, and the purchase of such corporate bond is
approved or ratified by the Board of Directors; or

(b) a corporate bond rated in the highest category by only one rating
service and also rated in the second highest category by another rating
service; or

(c) an unrated obligation which is determined by the Adviser to be of
comparable quality to the rating of any other eligible obligation and
such determination is approved or ratified by the Board of Directors;

and the purchase of such obligation would not cause this category (i.e.,
total assets of Fund held in other eligible obligations) to exceed 5% of
Fund's total assets.

The credit quality limitations applicable to securities do not apply to deposits
at the bank or banks in which cash is maintained by the Fund.

See "Investment, Techniques and Risk Factors" for a description of the Fund's
investments in repurchase agreements, reverse repurchase agreements and
restricted securities and the use of portfolio securities lending.

RISK FACTORS. Since available yields and yield differentials vary over time, no
specific level of income or yield differential can ever be assured. Also, the
dividends paid by the Fund, if any, will increase or decrease in relation to the
income received by the Fund from its investments, which would in any case be
reduced by the Fund's expenses before it is distributed to shareholders.

The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. Those restrictions designated as fundamental may
not be changed without shareholder approval. The Fund's investment objective and
its investment policies (except for its policy on concentration) are
nonfundamental and may be changed by a vote of the Board of Directors without
shareholder approval upon 30 days' prior written notice to shareholders.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the non-interested trustees of the John Hancock
funds. There can be no assurance that the Fund will achieve its investment
objective.

- -------------------------------------------------------------------------------
THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.
- -------------------------------------------------------------------------------

5
<PAGE> 9

The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Board of Directors, John Hancock Advisers, Inc. (the "Adviser") may place
securities transactions with brokers affiliated with the Adviser. The brokers
include Tucker Anthony Incorporated, Sutro and Company, Inc. and John Hancock
Distributors, Inc., which are indirectly owned by the John Hancock Mutual Life
Insurance Company (the "Life Company"), which in turn indirectly owns the
Adviser.

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

BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.

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

ORGANIZATION AND MANAGEMENT OF THE FUND

The Fund is a diversified series of the Company, which is an open-end management
investment company organized as a Maryland corporation in 1987. The Company
reserves the right to create and issue a number of series of shares, or funds or
classes thereof, which are separately managed and have different investment
objectives. The Company is not required to and does not intend to hold annual
meetings of shareholders, although special meetings may be held for such
purposes as electing or removing Directors, changing fundamental policies or
approving a management contract. The Fund, under certain circumstances, will
assist in shareholder communications with other shareholders.

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

THE BOARD OF DIRECTORS
ELECTS OFFICERS AND RETAINS THE INVESTMENT
ADVISER WHO IS RESPONSIBLE FOR THE
DAY-TO-DAY OPERATIONS OF THE FUND, SUBJECT
TO THE BOARD OF DIRECTOR'S POLICIES AND
SUPERVISION.

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

The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund,
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers who have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Fund officers are also officers of the Adviser and John
Hancock Funds.
[/R]

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

JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING A TOTAL ASSET
VALUE OF MORE THAN $13 BILLION.

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

In order to avoid any conflict with portfolio trades for the Fund, the Adviser
and the Fund have adopted extensive restrictions on personal securities trading
by personnel of the Adviser and its affiliates. Some of these restrictions are:
preclearance for all personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of profits on
securities held for less than 91 days. These restrictions are a continuation of
the basic principle that the interests of the Fund and its shareholders come
first.

6
<PAGE> 10

THE FUND'S EXPENSES

For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser based on a stated percentage of the Fund's average daily net assets
as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -----------------------------------------------------------------------------------
<S> <C>
First $500,000,000...................................................... 0.50 %
Next $250,000,000....................................................... 0.425%
Next $250,000,000....................................................... 0.375%
Next $500,000,000....................................................... 0.35 %
Next $500,000,000....................................................... 0.325%
Next $500,000,000....................................................... 0.30 %
Amount Over $2,500,000,000.............................................. 0.275%
</TABLE>

During the fiscal year ended October 31, 1994, the Fund paid advisory fees in an
amount equal to 0.50% of the Fund's average daily net assets to the Fund's
former investment adviser.

The shareholders have adopted a distribution plan (the "Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "1940 Act"). Under the Plan,
the Fund will pay distribution and service fees at an aggregate annual rate of
1.00% of the Fund's average daily net assets. Up to 0.25% is for service
expenses and the remaining amount is for distribution expenses. The distribution
fees will be used to reimburse John Hancock Funds for its distribution expenses,
including but not limited to: (i) initial and ongoing sales compensation to
Selling Brokers and others (including affiliates of John Hancock Funds) engaged
in the sale of Fund shares; (ii) marketing, promotional and overhead expenses
incurred in connection with the distribution of Fund shares; (iii) unreimbursed
distribution expenses under the Fund's prior distribution plans; (iv)
distribution expenses incurred by other investment companies which sell all or
substantially all of their assets to, merge with or otherwise engage in a
reorganization transaction with the Fund; and (v) 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.

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

THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.

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

Unreimbursed expenses under the Plan will be carried forward together with
interest on the balance of these unreimbursed expenses. For the fiscal year
ended October 31, 1994, an aggregate of $1,233,281 of distribution expenses or
2.88% of the average net assets 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.

Information on the Fund's total expenses is in the Financial Highlights section
of this Prospectus.

7
<PAGE> 11

DIVIDENDS AND TAXES

DIVIDENDS. The Fund generally declares dividends daily and distributes
dividends monthly, representing all or substantially all of its net investment
income. The Fund will distribute net realized capital gains, if any, annually.

Dividends are reinvested in additional shares of the Fund unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option.

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

THE FUND GENERALLY DECLARES DIVIDENDS
DAILY AND DISTRIBUTES DIVIDENDS MONTHLY.

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

TAXATION. Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income. Dividends from the Fund's
net long-term capital gains, if any, are taxable as long-term capital gain. The
Fund does not anticipate that it will generally realize any long-term capital
gains. Dividends are taxable, whether received in cash or reinvested in
additional shares. Certain dividends may be paid by the Fund in January of a
given year but may be treated as if you received them the previous December.

The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains distributed to its shareholders within the time period prescribed
by the Code.

On the account application, you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends.

In addition to Federal taxes, you may be subject to state and local or foreign
taxes with respect to your investment in and distributions from the Fund. A
state income (and possibly local income and/or intangible property) tax
exemption is generally available to the extent the Fund's distributions are
derived from interest on (or, in the case of intangibles taxes, the value of its
assets is attributable to) certain U.S. Government obligations, provided in some
states that certain thresholds for holdings of such obligations and/or reporting
requirements are satisfied. Non-U.S. shareholders and tax-exempt shareholders
are subject to different tax rules not described herein. You should consult your
tax adviser for specific advice.

8
<PAGE> 12

<TABLE>
HOW TO BUY SHARES

Initial purchases of shares of the Fund may be made by exchanging amounts
invested in Class B shares of other John Hancock funds into shares of the Fund.
In addition, investors who elect the Systematic Exchange Plan will be able to
make direct, initial investments in shares of the Fund. See "Additional Services
and Programs." Shares of the Fund also may be purchased with reinvested
dividends and pursuant to additional investments, including additional
investments made pursuant to the Monthly Automatic Accumulation Plan
described below.

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

The minimum initial investment is $1,000 ($250 for group investments and
retirement plans). Complete the Account Application attached to this Prospectus.

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

OPENING AN ACCOUNT

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

- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation, P.O. Box 9115, Boston, MA 02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
BY WIRE 1. Obtain an acount number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Money Market Fund B
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
PROGRAM 2. The amount you elect to invest will be automatically withdrawn
(MAPP) from your bank or credit union account.
- -------------------------------------------------------------------------------

BUYING ADDITIONAL FUND SHARES

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

- ---------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional shares of the Fund by calling Investor
Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>
[/R]

9
<PAGE> 13
<TABLE>
- --------------------------------------------------------------------------------

<S> <C> <C> <C>
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class, your account number and the
name(s) in which the account is registered.

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

BUYING ADDITIONAL FUND SHARES (CONTINUED)

- -------------------------------------------------------------------------------
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Money Market Fund B
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 p.m., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
[/R]

You will receive a statement of your account after any transaction that affects
your share balance or registration (statements related to reinvestment of
dividends and automatic investment/withdrawal plans will be sent to you
quarterly). A tax information statement will be mailed to you by January 31 of
each year.

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

YOU WILL RECEIVE STATEMENTS REGARDING YOUR
ACCOUNT, WHICH YOU SHOULD KEEP TO HELP
WITH YOUR PERSONAL RECORDKEEPING.

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

SHARE PRICE

The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the Fund's net assets by the number of outstanding shares
of the Fund. Securities in the Fund's portfolio are valued at amortized cost
which the Board has determined approximates market value. Under the amortized
cost pricing method, a portfolio investment is valued at its cost and thereafter
any discount or premium is amortized to maturity, regardless of the impact of
fluctuating interest rates on the market value of the investment. Amortized cost
pricing facilitates the maintenance of a $1.00 constant net asset value per
share, but, or course, this cannot be guaranteed.

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

THE PRICE OF YOUR SHARES IS THEIR NET
ASSET VALUE PER SHARE, WHICH WILL NORMALLY
BE CONSTANT AT $1.00.

- -------------------------------------------------------------------------------
The NAV is calculated twice daily, at 12:00 noon Eastern time and as of the
close of regular trading on the New York Stock Exchange (the "Exchange")
(generally at 4:00 P.M., New York time) on each day that the Exchange is open.

Shares of the Fund are sold at the NAV computed after your investment request is
received in good order by John Hancock Funds, which will normally be constant at
$1.00 per share. You will not incur a sales charge when you purchase shares of
the Fund, but the shares are subject to a CDSC if you redeem them within six or
four years of

10
<PAGE> 14

your original purchase. If you buy shares of the Fund through a Selling
Broker, the Selling Broker must receive your investment before the close of
regular trading on the Exchange and transmit it to John Hancock Funds before its
close of business to receive that day's price.

CONTINGENT DEFERRED SALES CHARGE. Fund shares are offered at net asset value
per share without a sales charge so that your entire initial investment will go
to work at the time of purchase. However, shares redeemed within six or four
years of original purchase will be subject to a CDSC, unless you are eligible
for a waiver of the CDSC as described below. This charge will be assessed on an
amount equal to the lesser of the current market value or the original purchase
cost of the shares being redeemed. Accordingly, you will not be assessed a CDSC
on increases in account value above the initial purchase price, including shares
derived from dividend reinvestment.

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 applicable CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the CDSC redemption period. The CDSC is waived on redemptions in certain
circumstances. See discussion "Waiver of Contingent Deferred Sales Charges"
below.

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Fund shares. The combination of
the CDSC and the distribution and service fees makes it possible for the Fund to
sell Fund shares without deducting a sales charge at the time of the purchase.

The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your shares (or, in the case of shares of the Fund
acquired pursuant to an exchange made from another John Hancock fund, from the
time you purchased shares of such other fund) until the time you redeem them.
Solely for the purpose of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.

Shares of the Fund are subject to the following CDSC schedule, except that
shares of the Fund acquired pursuant to an exchange made from John Hancock
Short-Term Strategic Income Fund, John Hancock Limited-Term Government Fund and
John Hancock Adjustable U.S. Government Trust are subject to the respective CDSC
schedules set forth in these funds' prospectuses.

11
<PAGE> 15

<TABLE>
<CAPTION>
YEAR IN WHICH
FUND SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------ -----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>

If Fund shares purchased other than pursuant to an exchange (excluding shares
derived from dividend reinvestment) are exchanged into Class B shares of another
John Hancock fund, they will become subject to the other fund's CDSC, but the
applicable CDSC redemption period will be measured from the time of the original
purchase.

WAIVER OF CONTINGENT SALES CHARGES. The CDSC will be waived on redemptions of
Fund shares, unless indicated otherwise, in these circumstances:

- - Redemptions of shares purchased on or after May 15, 1995 other than pursuant
to an exchange and held as shares of the Fund (i.e., not exchanged) until
redemption.

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

UNDER CERTAIN CIRCUMSTANCES, THE CDSC
ON SHARE REDEMPTIONS WILL
BE WAIVED.

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

- - Redemptions of shares made under Systematic Withdrawal Plan (see "How to
Redeem Shares"), as long as your annual redemptions do not exceed 10% of your
account value, at the time you establish your Systematic Withdrawal Plan and
10% of the value of your subsequent investments (less redemptions) in that
account at the time you notify Investor Services.

- - Redemptions made to effect distributions from an Individual Retirement Account
either before or after age 59 1/2, as long as the distributions are based on
the life expectancy or the joint-and-last survivor life expectancy of you and
your beneficiary. These distributions must be free from penalty under the
Code.

- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.

- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The
waiver also applies to certain returns of excess contributions made to these
plans. In all cases, the distributions must be free from penalty under the
Code.

- - Redemptions due to death or disability.

- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.

- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $500 invested in the Fund.

12
<PAGE> 16

- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.

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

HOW TO REDEEM SHARES

You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until reasonably satisfied that investments which were recently
made by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).

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

TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.

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

Once your shares are redeemed, the Fund generally sends you payment on the next
business day. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.

<TABLE>
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
BY TELEPHONE All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from
8:00 A.M. to 4:00 P.M. (New York time), Monday through
Friday, excluding days on which the Exchange is closed.
Investor Services employs the following procedures to
confirm that instructions received by telephone are
genuine. Your name, the account number, taxpayer
identification number applicable to the account and other
relevant information may be requested. In addition,
telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address
on the account must not have changed for the last thirty
days. A check will be mailed to the exact name(s) shown on
the account.
If reasonable procedures, such as those described above,
are not followed, the Fund may be liable for any loss due
to unauthorized or fraudulent instructions. In all other
cases, neither the Fund nor Investor Services will be
liable for any loss or expense for acting upon telephone
instructions made in accordance with the telephone
transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that
are in certificated form.
During periods of extreme economic conditions or market
changes, telephone requests may be difficult to implement
due to a large volume of calls. During these times, you
should consider placing redemption requests in writing or
use EASI-Line. EASI-Line's telephone number is
1-800-338-8080.
- ---------------------------------------------------------------------------------
</TABLE>

13
<PAGE> 17

<TABLE>
- --------------------------------------------------------------------------------

<S> <C> <C> <C>
BY WIRE If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired on
the next business day to your designated bank account, and
a fee (currently $4.00) will be deducted. You may also use
electronic funds transfer to your assigned bank account,
and the funds are usually collectible after two business
days. Your bank may or may not charge a fee for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
attached to the Prospectus.
- ---------------------------------------------------------------------------------
IN WRITING Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, your account number and
the additional requirements listed below that apply to your
particular account.
- ---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
--------------------------------- --------------------------------------------
<S> <C> <C> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaranteed.

Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.

Trusts A letter of instruction signed by the
trustee(s) with the signature(s) guaranteed.
(If the trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days).
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.
- ---------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.

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

WHO MAY GUARANTEE YOUR SIGNATURE.

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

THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.

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

ADDITIONAL INFORMATION ABOUT REDEMPTIONS.

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

If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. You may not redeem certificated shares by
telephone.
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem all shares in an account which holds less than $500
(except accounts under retirement plans) and to mail the proceeds to the
shareholder, or the transfer agent may impose an annual fee of $10.00. No
account will be involuntarily redeemed or additional fee imposed, if the value
of the account is in excess of the Fund's minimum initial investment. No CDSC
will be imposed on involuntary redemptions of shares.
Shareholders will be notified before these redemptions are to be made or this
fee is imposed and will have 60 days to purchase additional shares to bring
their account balance up to the required minimum. Unless the number of shares
acquired by further purchases and dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.
- ---------------------------------------------------------------------------------
</TABLE>

14
<PAGE> 18

ADDITIONAL SERVICES AND PROGRAMS

EXCHANGE PRIVILEGE

John Hancock offers other funds with a wide range of investment goals. Contact
your registered representative or Selling Broker and request a prospectus for
the John Hancock funds that interest you. Read the prospectus carefully before
exchanging your shares. You can exchange shares of the Fund for Class B shares
of another John Hancock fund.

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

YOU MAY EXCHANGE SHARES
OF THE FUND FOR CLASS B SHARES OF OTHER
JOHN HANCOCK FUNDS.

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

Shares of the Fund may be exchanged into Class B shares of another John Hancock
fund without incurring the CDSC; however, these shares will be subject to the
CDSC schedule of the shares acquired (except that exchanges into John Hancock
Short-Term Strategic Income Fund, John Hancock Limited-Term Government Fund and
John Hancock Adjustable U.S. Government Trust will be subject to the initial
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.
However, if you exchange shares purchased prior to January 1, 1994 for Class B
shares of any other John Hancock fund, you will be subject to the CDSC schedule
in effect on your initial purchase date.

When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.

Under exchange agreements with John Hancock Funds, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and John Hancock Funds' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and other
restrictions that do not apply to exchanges requested by shareholders directly,
as described above.

Because Fund performance and shareholders can be hurt by excessive trading, the
Fund reserves the right to terminate the exchange privilege for any person or
group that, in John Hancock Funds' judgment, is involved in a pattern of
exchanges that coincide with a "market timing" strategy that may disrupt the
Fund's ability to invest effectively according to its investment objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also temporarily or permanently terminate the exchange privilege for
any person who makes seven or more exchanges out of the Fund per calendar year.
Accounts under common control or ownership will be aggregated for this purpose.
Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time.

SYSTEMATIC EXCHANGE PLAN

1. You can elect the Systematic Exchange Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can

15
<PAGE> 19

also obtain this application by calling your registered representative or by
calling 1-800-225-5291.

2. Only investors who elect the Systematic Exchange Plan will be able to make
direct, initial investments in the Fund.

3. When you elect the Systematic Exchange Plan, you must specify the John
Hancock fund(s) into which you wish to exchange. You should carefully read
these funds' prospectuses before specifying them. You can change your fund
selections at any time.

4. Amounts exchanged for Class B shares of another John Hancock fund will need
to satisfy that fund's minimum investment requirement.

5. You can terminate your Systematic Exchange Plan at any time.

6. There is no charge to you for this program, and there is no cost to the Fund.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)

1. You can authorize an investment to be automatically withdrawn each month from
your bank, for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.

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

YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.

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

Sign your request exactly as the account is registered.

2. Mail the request and information to:

John Hancock Investor Services Corporation

P.O. Box 9116

Boston, Massachusetts 02205-9116

2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.

4. There is no charge to you for this program, and there is no cost to the Fund.

5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.

BY TELEPHONE

1. When you complete the application for your initial purchase of Fund shares,
you automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

16
<PAGE> 20

3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.

IN WRITING
1. In a letter, request an exchange and list the following:

-- the name of the Fund whose shares you currently own

-- your account number

-- the name(s) in which the account is registered

-- the name of the fund in which you wish your exchange to be invested

-- the number of shares, all shares or dollar amount you wish to exchange

Sign your request exactly as the account is registered.
2. Mail the request and information to:

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

SYSTEMATIC WITHDRAWAL PLAN
1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.
2. To be eligible, you must have at least $5,000 in your account.
3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.

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

YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH IRS REGULATIONS.

- -------------------------------------------------------------------------------
4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.

5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
with purchases of additional shares, because you may be subject to a CDSC on
your redemptions of Fund shares.

6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.

RETIREMENT PLANS

1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keough Plans
(H.R. 10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax
Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.

2. The initial investment minimum or aggregate minimum for any of the above
plans is $250. However, accounts being established as group IRA, SEP, SARSEP,
TSA, 401(k) and 457 Plans will be accepted without an initial minimum
investment.

17
<PAGE> 21

INVESTMENTS, TECHNIQUES AND RISK FACTORS

MONEY MARKET SECURITIES. Money market securities include obligations of the
U.S. Government that are issued or guaranteed as to principal and interest by
the U.S. Government or one of its agencies or instrumentalities, certificates of
deposit and bankers' acceptances, commercial paper and other debt obligations
and Eurodollar CDs and BAs and Yankee CDs and BAs. The Fund's investments in
bank certificates of deposit and bankers' acceptances are limited to domestic
banks having total assets in excess of $1 billion and whose depositors are
insured up to a maximum amount of $100,000 by the Federal Deposit Insurance
Corporation ("FDIC"). Investments in certificates and savings accounts of
savings and loan associations are limited to domestic institutions having total
assets in excess of $1 billion; or capital, surplus and undivided profits of
$100 million, the accounts of which are insured by the FDIC. The Fund's
investments in commercial paper are limited to direct obligations that are rated
"P-1" by Moody's or "A-1" by S&P, or issued by companies having an outstanding
unsecured debt issue rated "Aa" or better by Moody's or "AA" or better by S&P.
The Fund's investments in Eurodollar and Yankee CDs and BAs will be limited to
those rated in the two top classifications by the Keefe International Bank Watch
Service, a rating service that assesses the stability, creditworthiness and
other indications of the financial well being of banks and the quality of their
obligations.

Investments in Eurodollar CDs and Yankee CDs and BAs are traded in the secondary
market and are subject to the same risks as investment in CDs of domestic banks,
including interest rate fluctuations and creditworthiness of the issuing banks.
Eurodollar CDs issued by foreign banks are also subject to certain risks not
associated with similar investments in domestic obligations, such as the risk
that the country where the branch is located might impose currency controls,
interest limitations or a moratorium which could terminate or modify the issuing
bank's liability against its outstanding Eurodollar obligation. Additionally,
there currently are no reserve requirements for Eurodollar CDs and they are not
insured by the FDIC or any other U.S. governmental agency. In the case of
Eurodollar CDs issued by foreign branches of domestic banks, the issuing branch
is subject to similar such risks. To the extent however, that payment on such
Eurodollar CDs is ultimately the obligation of the domestic parent if the
issuing branch fails to make payment, such Eurodollar CDs do not present risks
significantly greater than those associated with CDs issued by domestic banks.

In the case of Yankee CDs and BAs, while foreign banks are not subject to the
same regulatory system as domestic banks, domestic branches of foreign banks are
subject to federal or state regulation. Yankee CDs with maturities of less than
18 months are subject to the Federal Reserve System's reserve requirements;
however, they may or may not be insured by the FDIC. The markets for Eurodollar
CDs and Yankee CDs and BAs may be less liquid than the market for similar
obligations issued by domestic branches of U.S. banks. See "Certain Investment
Practices" in the Statement of Additional Information for a further description
of money market instruments.

18
<PAGE> 22

CONCENTRATION POLICY. As a matter of fundamental policy, the Fund will not
invest more than 25% of its total assets (taken at market value) in the
securities of issuers engaged in any one industry. However, the Fund may invest
up to 75% of its assets in the securities of all domestic banks and holding
companies as a group and all utilities companies as a group when, in the opinion
of the Adviser, yield differentials and money market conditions suggest and when
cash is available for such investment and instruments are available for purchase
which fulfill the Fund's objective in terms of quality and marketability. The
Fund may invest up to 40% of its assets in Eurodollar and Yankee CDs and BAs,
but as a fundamental policy, the Fund will not make an investment in a
Eurodollar BA and/or CD, if such investment would cause more than 25% of the
Fund's total assets to be invested in Eurodollar CDs and BAs issued (i) by
foreign branches of U.S. banks where it has been determined by the Adviser that
the U.S. bank is not unconditionally responsible for payment if the issuing
branch fails to make payment and (ii) by foreign banks.

Obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and obligations of U.S. banks (including those of their
foreign branches where the U.S. bank is unconditionally responsible for the
foreign branch obligations) are not subject to the 25% limitation set forth
above regarding investment in any one industry. In addition, for purposes of
such limitation, determinations of what constitute an industry are made in
accordance with specific industry codes set forth in the Standard Industrial
Classification Manual and without considering groups of industries (e.g., all
finance companies or all utilities) to be an industry.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its net
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, restricted securities and securities not readily
marketable. The Fund may also invest up to 10% of its assets in restricted
securities eligible for resale to certain institutional investors pursuant to
Rule 144A under the Securities Act of 1933.

LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33% of its total assets taken at current value or may
enter into repurchase agreements. In a repurchase agreement, the Fund buys a
security subject to the right and obligation to sell it back to the issuer at
the same price plus accrued interest. These transactions must be fully
collateralized at all times. The Fund may reinvest any cash collateral in
short-term highly liquid debt securities. However, these transactions may
involve some credit risk to the Fund if the other party should default on its
obligation and the Fund is delayed in or prevented from recovering the
collateral. Securities loaned by the Fund will remain subject to fluctuations of
market value.

REVERSE REPURCHASE AGREEMENTS. The Fund may invest in reverse repurchase
agreements. A reverse repurchase agreement involves the sale of a security by
the Fund and its agreement to repurchase the instrument at a specified time and
price. To cover its obligations under reverse repurchase agreements, the Fund
will

19
<PAGE> 23

maintain a segregated account consisting of cash, U.S. Government securities or
high grade debt obligations that mature before the reverse repurchase agreement
expires. Reverse repurchase agreements are considered to be borrowings by the
Fund and as an investment practice may be considered speculative. Repurchase
agreements magnify the potential for gain or loss on the portfolio securities of
the Fund and therefore increase the possibility of fluctuation in the Fund's net
asset value.

The Fund may borrow money for temporary administrative or emergency purposes. To
avoid the potential leveraging effects of the Fund's borrowings, additional
investments will not be made while borrowings are in excess of 5% of its total
assets. The Fund will limit its investments in reverse repurchase agreements and
other borrowings to no more than one-third of its total assets. See the
Statement of Additional Information for a further discussion.

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. Short-term trading may have the effect of
increasing portfolio turnover and may increase net short-term capital gains,
distributions from which would be taxable to shareholders as ordinary income.
The Fund does not intend to invest for the purpose of seeking short-term
profits. The Fund's portfolio securities may be changed, however, without regard
to the holding period of these securities (subject to certain tax restrictions),
when the Adviser deems that this action will help achieve the Fund's objective
given a change in an issuer's operations or changes in general market
conditions. The Fund's portfolio turnover rate is set forth in the table under
the caption "the Fund's Financial Highlights."

20
<PAGE> 24

(NOTES)

<PAGE> 25

(NOTES)

<PAGE> 26

(NOTES)

<PAGE> 27

JOHN HANCOCK
JOHN HANCOCK MONEY MARKET
MONEY MARKET FUND B
FUND B

INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
PROSPECTUS
PRINCIPAL DISTRIBUTOR MAY 15, 1995
John Hancock Funds, Inc.
101 Huntington Avenue A MONEY MARKET FUND THAT
Boston, Massachusetts 02199-7603 SEEKS TO PROVIDE MAXIMUM
CURRENT INCOME CONSISTENT
CUSTODIAN WITH THE PRESERVATION OF
Investors Bank & Trust Company CAPITAL AND MAINTENANCE OF
24 Federal Street LIQUIDITY BY INVESTING IN HIGH
Boston, Massachusetts 02199-7603 QUALITY MONEY MARKET INSTRUMENTS.

TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116

INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone
For Telephone Redemption 101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199-7603
For TDD call 1-800-554-6713 TELEPHONE 1-800-225-5291

T050P 5/95 (LOGO) Printed on Recycled Paper
<PAGE> 28

JOHN HANCOCK
GLOBAL
RESOURCES FUND

CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
<TABLE>
- ----------------------------------------------------------------------------------
TABLE OF CONTENTS

<CAPTION>
Page
----
<S> <C>
Expense Information........................................................ 2
The Fund's Financial Highlights............................................ 3
Investment Objective and Policies.......................................... 4
Organization and Management of the Fund.................................... 8
Alternative Purchase Arrangements.......................................... 8
The Fund's Expenses........................................................ 10
Dividends and Taxes........................................................ 11
Performance................................................................ 12
How to Buy Shares.......................................................... 13
Share Price................................................................ 14
How to Redeem Shares....................................................... 20
Additional Services and Programs........................................... 22
Investments, Techniques and Risk Factors................................... 25
</TABLE>

This Prospectus sets forth the information about John Hancock Global Resources
Fund (the "Fund"), a diversified series of John Hancock Series, Inc. (the
"Company"), that you should know before investing. Please read and retain it for
future reference.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 29
<TABLE>
EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund for the
fiscal year ended October 31, 1994 adjusted to reflect current sales charges.
Actual fees and expenses of the Class A and Class B shares in the future may be
greater or less than those indicated.

<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)........................ 5.00% None
Maximum sales charge imposed on reinvested dividends................................................. None None
Maximum deferred sales charge........................................................................ None * 5.00%
Redemption fee+...................................................................................... None None
Exchange fee......................................................................................... None None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management fee....................................................................................... 0.75% 0.75%
12b-1 fee**.......................................................................................... 0.25% 1.00%
Other expenses***.................................................................................... 0.79% 0.79%
Total Fund operating expenses........................................................................ 1.79% 2.54%
- ------------
<FN>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of purchase.

** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.

*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.

+ Redemption by wire fee (currently $4.00) not included.
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................... $ 67 $ 104 $ 142 $250
Class B Shares
-- Assuming complete redemption at end of period......................... $ 76 $ 109 $ 155 $269
-- Assuming no redemption................................................ $ 26 $ 79 $ 135 $269
</TABLE>

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

2
<PAGE> 30
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS

Selected data for each class of shares outstanding throughout each period is as follows:

<CAPTION>
CLASS A SHARES CLASS B SHARES
--------------- ------------------------------------------------------------
PERIOD FROM
JUNE 15, 1994
TO OCT. 31,
1994(1) 1994 1993 1992 1991 1990 1989
------------- ------- ------- ------ ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL CHANGES FOR A
SHARE OUTSTANDING DURING EACH PERIOD(3):
Net asset value, beginning of period........... $14.89 $ 15.69 $ 12.41 $12.20 $ 11.57 $11.99 $10.29
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................... (0.08) (0.23) (0.24) (0.24) (0.17) (0.10) 0.06
Net realized and unrealized gain on
investments................................... 0.81 0.12 3.52 0.58 1.24 0.16 1.82
------ ------- ------- ------ ------- ------ ------
Total from Investment Operations............... 0.73 (0.11) 3.28 0.34 1.07 0.06 1.88
LESS DISTRIBUTIONS
Dividends from net investment income........... -- -- -- -- -- (0.01) (0.06)
Distributions from realized gains.............. -- -- -- (0.13) (0.44) (0.47) (0.12)
------ ------- ------- ------ ------- ------ ------
Total Distributions............................ -- -- -- (0.13) (0.44) (0.48) (0.18)
------ ------- ------- ------ ------- ------ ------
Net asset value, end of period................. $15.62 $ 15.58 $ 15.69 $12.41 $ 12.20 $11.57 $11.99
====== ======= ======= ====== ======= ====== ======
TOTAL RETURN(4)................................ 4.90% (0.70)% 26.43% 2.93% 9.81% 0.09% 18.60%
====== ======= ======= ====== ======= ====== ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets........ 0.73% 2.54% 2.92% 3.75% 3.64% 3.55% 4.85%
Ratio of expense reimbursement to
average net assets............................ -- -- -- -- -- (0.05)% (1.40)%
------ ------- ------- ------ ------- ------ ------
Ratio of net expenses to average net assets.... 0.73% 2.54% 2.92% 3.75% 3.64% 3.50% 3.45%
====== ======= ======= ====== ======= ====== ======
Ratio of net investment income (loss) to
average net assets............................ (0.42)% (1.52)% (1.65)% (2.01)% (1.47)% (0.82)% 0.55%
Portfolio turnover............................. 96% 96% 83% 59% 93% 59% 63%
Net Assets, end of period (in thousands)....... $5,372 $36,937 $19,498 $7,428 $10,766 $7,746 $3,655

<CAPTION>
PERIOD
ENDED
OCT. 31,
1988 1987(2)
------ --------
<S> <C> <C>
PER SHARE INCOME AND CAPITAL CHANGES FOR A
SHARE OUTSTANDING DURING EACH PERIOD(3):
Net asset value, beginning of period........... $ 8.91 $ 8.71
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)................... 0.16 (0.0020)
Net realized and unrealized gain on
investments................................... 1.22 0.2020
------ --------
Total from Investment Operations............... 1.38 0.2000
LESS DISTRIBUTIONS
Dividends from net investment income........... -- --
Distributions from realized gains.............. -- --
------ --------
Total Distributions............................ -- --
------ --------
Net asset value, end of period................. $10.29 $ 8.91
====== ========
TOTAL RETURN(4)................................ 15.49% 2.30%
====== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets........ 9.03% 0.40%
Ratio of expense reimbursement to
average net assets............................ (5.94)% (0.37)%
------ --------
Ratio of net expenses to average net assets.... 3.09% 0.03%
====== ========
Ratio of net investment income (loss) to
average net assets............................ 1.61% (0.02)%
Portfolio turnover............................. 191% 0%
Net Assets, end of period (in thousands)....... $1,746 $ 113

<FN>
- ---------------

(1) Financial highlights, including total return, have not been annualized.
Portfolio turnover is for the year ended October 31, 1994.

(2) Financial highlights, including total return, are for the period from
October 26, 1987 (date of the Fund's initial offering of shares to the
public) to October 31, 1987 and have not been annualized.

(3) Per share information has been calculated using the average number of shares
outstanding.

(4) Total return does not include the effect of the initial sales charge for
Class A Shares nor the contingent deferred sales charge for Class B Shares.

</TABLE>
3
<PAGE> 31

INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objectives are to protect the purchasing power of
shareholders' capital and to achieve growth of capital. The first of these
objectives means that the Fund seeks to protect generally shareholders' invested
capital against erosion of the value of the U.S. dollar through inflation.
Current income will not be a primary consideration in selecting securities.
However, it will be an important factor in making selections among securities
believed otherwise comparable by John Hancock Advisers, Inc. (the "Adviser").

- -------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVES ARE TO
PROTECT THE PURCHASING POWER OF
SHAREHOLDERS' CAPITAL AND TO ACHIEVE
GROWTH OF CAPITAL.
- -------------------------------------------------------------------------------
The Fund pursues its objectives by investing at all times (except during periods
when it is investing defensively) at least 65% of its total assets in:

(1) equity securities of domestic and foreign companies (a) with substantial
natural resource assets, natural resource-related or energy-related
activities or (b) that provide equipment or services primarily devoted to
the natural resource or energy-related activities of companies described in
(a) ("Natural Resource Companies"); and

(2) asset-based securities (defined below).

Natural resource assets consist of precious metals (e.g., gold, silver and
platinum), ferrous and nonferrous metals (e.g., iron, aluminum and copper),
strategic metals (e.g., uranium and titanium), hydrocarbons (e.g., coal, oil and
natural gas), water, cement and aggregates, timberland, developed and
undeveloped real property and agricultural commodities.

The Adviser will identify companies that, in its opinion, have substantial
holdings of natural resource assets so that when compared to the company's
capitalization, revenues or operating profits, such assets are of enough
magnitude that changes in the assets' economic value will affect the market
value of the company. The Fund will consider a company to be a Natural Resource
Company if, at the time the Fund acquires its securities, at least 50% of the
company's noncurrent assets, capitalization, gross revenues or operating profits
in the most recent or current fiscal year are:
(1) involved in or result from (directly or indirectly through subsidiaries)
exploring, mining, refining, processing, transporting, fabricating, dealing
in or owning natural resource assets; or
(2) involved in or result from energy-related activities directly or indirectly
through subsidiaries.
The Fund presently does not intend to invest directly in natural resource assets
or contracts related to natural resource assets, other than gold bullion
(directly or through warehouse receipts for gold) and gold coins. Although the
Fund is authorized to invest a majority of its assets in (1) gold and (2)
gold-related securities or securities of gold-related companies, it does not
presently anticipate such investments to exceed 25% of its total assets
(including its 10% limitation in gold bullion or gold coins). See "Risk
Factors."
Energy-related activities consist of those which relate to the development and
use of energy sources, such as:
(1) the generation of power from hydroelectric, geothermal, tidal, or other
naturally-occurring sources, or from natural resource manufacturing
by-products or refuse;

4
<PAGE> 32

(2) the development of synthetic fuels;
(3) transportation of energy producing sources such as coal, oil, electricity or
nuclear fuels;
(4) the development and application of techniques and devices for conservation
or efficient use of energy; and
(5) the control of pollution related to energy industries and waste disposal.
Generally, a company will be considered to provide equipment or services to
Natural Resource Companies if a significant part (at least 50%) of the company's
business or its profit relates to resource-related or energy-related activities.
Examples of this kind of company are:
(1) manufacturers of mining or earth moving equipment;
(2) providers of seismology testing services; and
(3) providers of supplies and maintenance services to offshore drilling sites.
Although it is not required to do so, the Fund will consider selling securities
of companies held in its portfolio that no longer meet the 50% test described
above.

The Fund may invest in "asset-based securities," which are debt securities,
preferred stocks or convertible securities, when the principal amount,
redemption terms or conversion terms of these investments are related to the
market price of some natural resource asset such as gold bullion. The Fund will
purchase only asset-based securities that are rated investment grade (i.e.,
"AAA," "AA," "A" or "BBB" by Standard & Poors Ratings Group ("S&P"); or "Aaa,"
"Aa," "A" or "Baa" by Moody's Investors Service, Inc. ("Moody's"); or commercial
paper rated "A-1" by S&P or "Prime-1" by Moody's); or, if not rated by S&P or
Moody's or unrated, securities determined by the Adviser to be of similar credit
quality. Subsequent to its purchase by the Fund, a security may be assigned a
lower rating or cease to be rated. Such a downgrading would not require the Fund
to sell the security, but in the event of such a downgrade the Adviser will
consider whether the Fund should continue to hold the security in its portfolio.
Securities rated BBB or Baa, although considered to be investment grade, may
have speculative characteristics in that changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the issuer to
make principal and interest payments than is the case for higher grade
securities.

The Fund will seek securities that are attractively priced relative to the
intrinsic values of the relevant natural resource or that are of companies which
are positioned to benefit under existing or anticipated economic conditions.
Accordingly, the Fund may shift its emphasis from one natural resource industry
to another depending upon prevailing trends or developments, provided that the
Fund will not invest 25% or more of its total assets in the securities of
companies in any one natural resource industry.
There are also no geographic limitations on natural resource companies in which
the Fund may invest. However, as a nonfundamental policy, the Fund will be
invested in securities of issuers, with respect to foreign investments, in at
least three countries. In light of the geographic concentration of many natural
resources, the Fund anticipates that many of the companies in which it invests
will be located

5
<PAGE> 33

in Canada, Australia, New Zealand, Malaysia, the United Kingdom and the United
States. Investments may also be made in companies located in Japan, Western
Europe, Latin America, Southeast Asia and other countries and regions as the
Adviser may from time to time determine. In connection with the Fund's
investments in foreign securities, the Adviser will consider factors such as the
expected levels of inflation and interest rates, government policies influencing
business conditions, the range of investment opportunity and other pertinent
financial, tax, social, political and national factors -- all in relation to the
prevailing prices of the securities of foreign issuers. The Fund is permitted,
but presently does not intend, to invest up to 100% of its assets in securities
of non-U.S. companies and may engage in various hedging instruments related to
foreign securities. Concentration of investments by the Fund in foreign
securities may involve special considerations and additional investment risks.
See "Investments, Techniques and Risk Factors."

During periods when the Adviser views the potential for total returns from
corporate or government debt obligations to be greater than the potential for
total returns from equities, fixed income securities, up to a normal limit of
35% of the Fund's total assets, will be included in the Fund's portfolio. More
than 35% of the Fund's total assets may be invested in fixed income securities,
cash and cash equivalents as the result of temporary defensive investments. The
Fund will purchase only corporate debt securities of domestic or foreign issuers
which are rated investment grade (i.e., "AAA," "AA," "A" or "BBB" by S&P; or
"Aaa," "Aa," "A" or "Baa" by Moody's or commercial paper rated "A-1" by S&P or
"Prime-1" by Moody's), or unrated securities determined by the Adviser to be of
equivalent credit quality. The foregoing credit quality limitations do not apply
to deposits at banks in which cash is maintained by the Fund. As noted above,
securities that are rated "BBB" or "Baa" are considered to have speculative
characteristics.

As to the balance of the Fund's assets, the Fund may:

1. invest (for liquidity purposes) in short term debt securities with remaining
maturities of one year or less ("money market instruments") such as U.S.
Government securities, certificates of deposit, bankers' acceptances,
commercial paper, corporate debt securities and related repurchase
agreements;
2. enter into repurchase agreements and reverse repurchase agreements, lend its
portfolio securities and make short sales "against the box";
3. invest in options on securities and stock indexes;
4. invest in when-issued securities and restricted securities; and
5. employ certain hedging techniques such as options on stock indexes, stock
index futures contracts and options thereon, foreign currency futures
contracts and forward foreign currency exchange contracts and options on
foreign currencies.
These techniques may involve certain risks and are further described under
"Investments, Techniques and Risk Factors." Options and futures contracts are
generally considered to be "derivative" instruments because they derive their
value from the performance of an underlying asset, index or other economic

6
<PAGE> 34

benchmark. See "Investments, Techniques and Risk Factors" for additional
discussion of derivative instruments.

The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. Those restrictions designated as fundamental may
not be changed without shareholder approval. The Fund's investment objectives
and investment policies are nonfundamental, which means that they may be changed
by the Board of Directors without shareholder approval. However, the Fund's
investment objectives may not be changed without 30 days' prior written notice
first having been given to shareholders. If there is a change in the Fund's
investment objectives, you should consider whether the Fund remains an
appropriate investment in light of your current financial position and needs.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the non-interested Trustees and Directors of the
John Hancock funds.

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

THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.

- -------------------------------------------------------------------------------
RISK FACTORS. The value of equity securities of Natural Resource Companies will
fluctuate due to various factors including changes in the market for the
particular natural resource in which the issuer is involved. Events occurring in
nature, inflationary pressures and international polities can affect the overall
supply and demand of a natural resource and thereby the value of companies
involved in such natural resources.

Additionally, the prices of gold stocks and the price of gold are subject to
substantial fluctuations, and may be affected by unpredictable international
monetary and political circumstances such as currency revaluations, national and
world economic conditions, social conditions within a country (particularly
South Africa and Russia, which are among the world's largest producers of gold),
trade imbalances or trade and currency restrictions between countries. These
price fluctuations may adversely affect the value of an investment in the Fund.
The only major gold-producing countries are the United States, Russia, Canada,
Australia and South Africa. (See Statement of Additional Information "Certain
Investment Practices--Special Considerations Related to Investment in Gold" for
further discussion.) Because of its emphasis on securities of companies with
substantial natural resource assets or natural resource asset-related or
energy-related businesses, the Fund should be considered as a focused investment
to achieve diversification and not as a balanced or complete investment program.

The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Board of Directors, the Adviser may place securities transactions with
brokers affiliated with the Adviser. The brokers include Tucker Anthony
Incorporated, Sutro and Company, Inc. and John Hancock Distributors, Inc., which
are indirectly owned by the John Hancock Mutual Life Insurance Company (the
"Life Company"), which in turn indirectly owns the Adviser.

- -------------------------------------------------------------------------------
BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.
- -------------------------------------------------------------------------------

7
<PAGE> 35

ORGANIZATION AND MANAGEMENT OF THE FUND

The Fund is a diversified series of the Company, an open-end management
investment company organized as a Maryland corporation in 1987. The Company
reserves the right to create and issue a number of series of shares, or funds or
classes thereof, which are separately managed and have different investment
objectives. The Board of Directors has authorized the issuance of two classes of
the Fund, designated Class A and Class B. The shares of each class represent an
interest in the same portfolio of investments of the Fund. Each class has equal
rights as to voting, redemption, dividends and liquidation. However, each class
bears different distribution and transfer agent fees and other expenses. Also,
Class A and Class B shareholders have exclusive voting rights with respect to
their distribution plans. The Company is not required to and does not intend to
hold annual meetings of shareholders, although special meetings may be held for
such purposes as electing or removing Directors, changing fundamental policies
or approving a management contract. The Company, under certain circumstances,
will assist in shareholder communications with other shareholders.

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

THE BOARD OF DIRECTORS ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
DIRECTORS' POLICIES AND SUPERVISION.

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

The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund
and other investment companies in the John Hancock group of funds with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers that have agreements with John Hancock Funds ("Selling
Brokers"). Certain Fund officers are also officers of the Adviser and John
Hancock Funds.

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

JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING A TOTAL ASSET
VALUE OF MORE THAN $13 BILLION.

- -------------------------------------------------------------------------------
Investment decisions are made by the Fund's portfolio manager, Burton J.
Willingham, Senior Vice President of the Adviser. Mr. Willingham has served in
an equity portfolio management position with the Adviser and predecessor
investment advisers since 1976.
In order to avoid any conflict with portfolio trades for the Fund, the Adviser
and the Fund have adopted extensive restrictions on personal securities trading
by personnel of the Adviser and its affiliates. Some of these restrictions are:
preclearance for all personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of profits on
securities held for less than 91 days. These restrictions are a continuation of
the basic principle that the interests of the Fund and its shareholders come
first.

ALTERNATIVE PURCHASE ARRANGEMENTS

You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.

8
<PAGE> 36

CLASS A SHARES. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."

- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS A SHARES ARE SUBJECT
TO AN INITIAL SALES CHARGE.
- -------------------------------------------------------------------------------
CLASS B SHARES. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.

- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS B SHARES ARE SUBJECT
TO A CONTINGENT DEFERRED SALES CHARGE.
- -------------------------------------------------------------------------------

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

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."

- -------------------------------------------------------------------------------
YOU SHOULD CONSIDER WHICH CLASS OF SHARES
WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.

9
<PAGE> 37

Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.

In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.

Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."

THE FUND'S EXPENSES

For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser at an annual rate of 0.75% of the Fund's average daily net assets.
For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
0.75% of the Fund's average daily net assets to the Fund's former investment
adviser. The advisory fee paid by the Fund is higher than that of most other
funds but is comparable to fees paid by funds that invest in similar securities.

The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A shares and Class B
shares is for service expenses and the remaining amount is for distribution
expenses. The distribution fees will be used to reimburse John Hancock Funds for
its distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.

- -------------------------------------------------------------------------------
THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.
- -------------------------------------------------------------------------------

10
<PAGE> 38

In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses incurred by it under the Class A Plan, these expenses will not be
carried beyond one year from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses. For the fiscal year ended October 31,
1994, an aggregate of $965,044 of distribution expenses or 3.43% 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.

Information on the Fund's total expenses is in the Financial Highlights section
of this Prospectus.

DIVIDENDS AND TAXES

DIVIDENDS. The Fund generally declares and distributes dividends representing
all or substantially all of its net investment income, if any, annually. The
Fund will also distribute net short-term or long-term capital gains, if any, at
least annually.

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

THE FUND GENERALLY DECLARES AND
DISTRIBUTES DIVIDENDS ANNUALLY.

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

Dividends are reinvested on the record date in additional shares of your class
unless you elect the option to receive them in cash. If you elect the cash
option and the U.S. Postal Service cannot deliver your checks, your election
will be converted to the reinvestment option. Because of the higher expenses
associated with Class B shares, any dividends on these shares will be lower than
those on Class A shares. See "Share Price."

TAXATION. Dividends from the Fund's net investment income, certain net foreign
currency gains, and net short-term capital gains are taxable to you as ordinary
income. Dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. These dividends are taxable whether received in cash or
reinvested in additional shares. Corporate shareholders may be entitled to take
a dividends-received deduction for any dividends paid by the Fund that are
attributable to the dividends it receives from U.S. domestic corporations,
subject to certain restrictions in the Internal Revenue Code of 1986, as amended
(the "Code"). Certain dividends paid by the Fund in January of a given year may
be taxable to you as if you received them the prior December.

The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Code. As a regulated investment
company, the Fund will not be subject to Federal income tax on any net
investment income or net realized capital gains that are distributed to its
shareholders within the time period prescribed by the Code.

When you redeem (sell) or exchange shares, you may realize a taxable gain or
loss.

The Fund anticipates that it will be subject to foreign withholding taxes or
other foreign taxes on income (possibly including capital gains) on certain
foreign investments, which will reduce the yield or return from those
investments. However, if more than 50% of the Fund's total assets at the close
of its taxable year consists of securities of foreign corporations and if the
Fund so elects, shareholders will include in their gross incomes their pro-rata
shares of qualified

11
<PAGE> 39

foreign taxes paid by the Fund and may be entitled subject to certain conditions
and limitations under the Code, to claim a Federal income tax credit or
deduction for their share of these taxes.

On the account application you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends and the proceeds of
redemptions or exchanges.

In addition to Federal taxes, you may be subject to state and local taxes or
foreign taxes with respect to your investment in and distributions from the
Fund. Non-U.S. shareholders and tax-exempt shareholders are subject to different
tax treatment not described above. A state income (and possibly local income
and/or intangible property) tax exemption is generally available to the extent
the Fund's distributions are derived from interest on (or, in the case of
intangibles taxes, the value of its assets is attributable to) certain
U.S.Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. You
should consult your tax adviser for specific advice.

PERFORMANCE

The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return of the Fund's
respective class of shares divided by the number of years included in the
period. Because average annual total return tends to smooth out variations in
the Fund's performance, you should recognize that it is not the same as actual
year-to-year results.

- -------------------------------------------------------------------------------
THE FUND MAY ADVERTISE ITS TOTAL RETURN.
- -------------------------------------------------------------------------------

Total return calculations for Class A shares generally include the effect of
paying the maximum sales charge (except as shown in "The Fund's Financial
Highlights"). Investments at a lower sales charge rate would result in higher
performance figures. Total return calculations for the Class B shares reflect
deduction of the applicable contingent deferred sales charge imposed on a
redemption of shares held for the applicable period. All calculations assume
that dividends are reinvested at net asset value on the reinvestment dates
during the periods. Total return for Class A and Class B shares will be
calculated separately and, because each class is subject to different expenses,
the total return may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of both
classes in any advertisement or promotional materials including Fund performance
data. The value of the Fund's shares, when redeemed, may be more or less than
their original cost. Total return is an historical calculation and is not an
indication of future performance. See "Factors to Consider in Choosing an
Alternative."

12
<PAGE> 40
<TABLE>
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
- -------------------------------------------------------------------------------
OPENING AN ACCOUNT
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation, P.O. Box 9115, Boston, MA, 02205-9115.

2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.

2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Global Resources Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered

3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES
- -------------------------------------------------------------------------------
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
PROGRAM 2. The amount you elect to invest will be automatically withdrawn
(MAAP) from your bank or credit union account.
- ---------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).

2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.

3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.

4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 41
- --------------------------------------------------------------------------------

2. Make your check payable to John Hancock Investor Services
Corporation.

3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Global Resources Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
RECORDKEEPING.
- -------------------------------------------------------------------------------
SHARE PRICE

The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith in
accordance with procedures approved by the Board of Directors. Short-term debt
investments maturing within 60 days are valued at amortized cost, which the
Board of Directors has determined approximates market value. Foreign securities
are valued on the basis of quotations from the primary market in which they are
traded, and are translated from the local currency into U.S. dollars using
current exchange rates. If quotations are not readily available or the values
have been materially affected by events occurring after the closing of a foreign
market, assets are valued by a method that the Board believes accurately
reflects fair value. The NAV is calculated once daily as of the close of regular
trading on the New York

- -------------------------------------------------------------------------------
THE OFFERING PRICE OF YOUR SHARES IS THEIR
NET ASSET VALUE PLUS A SALES CHARGE, IF
APPLICABLE, WHICH WILL VARY WITH THE
PURCHASE ALTERNATIVE YOU CHOOSE.
- -------------------------------------------------------------------------------
14
<PAGE> 42
Stock Exchange (the "Exchange") (generally at 4:00 P.M., New York time) on each
day that the Exchange is open.

Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the Exchange and
transmit it to John Hancock Funds before its close of business to receive that
day's offering price.

<TABLE>
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
AMOUNT INVESTED A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
(INCLUDING SALES CHARGE) OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
- ------------------------ ---------------- --------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $50,000 5.00% 5.26% 4.25% 4.01%
$50,000 to $99,999 4.50% 4.71% 3.75% 3.51%
$100,000 to $249,999 3.50% 3.63% 2.85% 2.61%
$250,000 to $499,999 2.50% 2.56% 2.10% 1.86%
$500,000 to $999,999 2.00% 2.04% 1.60% 1.36%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)

<FN>

(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales
charge. In addition to the reallowance allowed to all Selling Brokers,
John Hancock Funds will pay the following: round trip airfare to a resort
will be offered to each registered representative of a Selling Broker (if
the Selling Broker has agreed to participate) who sells certain amounts of
shares of John Hancock funds. John Hancock Funds will make these incentive
payments out of its own resources. A Selling Broker to whom substantially
the entire sales charge is reallowed or who receives these incentives may
be deemed to be an underwriter under the Securities Act of 1933. Other
than distribution and service fees, the Fund does not bear distribution
expenses.

(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.

(***) John Hancock Funds may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of Class A shares of $1 million or more in
aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
million and 0.25% on amounts of $10 million and over.

(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance in an amount equal to 0.25% of the net
assets invested in the Fund at the time of the sale, and thereafter, it
pays the service fee periodically in arrears in an amount up to 0.25% of
the Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to
shareholders.
</TABLE>
15
<PAGE> 43
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.

In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.

Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."

<TABLE>
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES. Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:

<CAPTION>
AMOUNT INVESTED CDSC RATE
- --------------- ---------
<S> <C>
$1 million to $4,999,999................................................ 1.00%
Next $5 million to $9,999,999........................................... 0.50%
Amounts of $10 million and over......................................... 0.25%
</TABLE>

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

The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
Class A shares.

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.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.

QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $50,000 in Class
A shares of the Fund or a combination of funds within the John Hancock family of
funds (except money market funds), you may qualify for a reduced sales charge on
your investments in Class A shares through a LETTER OF INTENTION. You may also
be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE to take
advantage of the value of your previous investments in Class A shares of the
John Hancock funds in meeting the breakpoints for a

- -------------------------------------------------------------------------------
YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
ON YOUR INVESTMENT IN CLASS A SHARES.
- -------------------------------------------------------------------------------
16
<PAGE> 44
reduced sales charge. For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE,
the applicable sales charge will be based on the total of:

1. Your current purchase of Class A shares of the Fund.

2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and

3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
- -------------------------------------------------------------------------------

CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.

- -------------------------------------------------------------------------------
EXAMPLE:

If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $30,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 4.50% and not 5.00% (the
rate that would otherwise be applicable to investments of less than $50,000. See
"Initial Sales Charge Alternative -- Class A Shares").

If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:

- - A Director or officer of the Fund; 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 of any of the foregoing; or any
fund, pension, profit sharing or other benefit plan for the individuals
described above.

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

- - A broker, dealer or registered investment adviser that has entered into an
agreement with John Hancock Funds providing specifically for the use of Fund
shares in fee-based investment products made available to their clients.

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

- ------------------
*For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.

Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.

17
<PAGE> 45

shares redeemed within six years of purchase will be subject to a CDSC at the
rates set forth below. This charge will be assessed on an amount equal to the
lesser of the current market value or the original purchase cost of the shares
being redeemed. Accordingly, you will not be assessed a CDSC on increases in
account value above the initial purchase price, including shares derived from
dividend reinvestment.

In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.

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

<TABLE>
<S> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
$2) - 80
------
- - Amount subject to CDSC $ 400
</TABLE>

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.

The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.

<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------ -----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>

18
<PAGE> 46
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.

WAIVER OF CONTINGENT DEFERRED SALES CHARGES. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:

- - Redemptions of Class B shares made under Systematic Withdrawal Plan (see "How
to Redeem Shares"), as long as your annual redemptions do not exceed 10% of
your account value at the time you establish your Systematic Withdrawal Plan
and 10% of the value of your subsequent investments (less redemptions) in that
account at the time you notify Investor Services. This waiver does not apply
to Systematic Withdrawal Plan redemptions of Class A shares that are subject
to a CDSC.

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

UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON CLASS B AND
CERTAIN CLASS A SHARE REDEMPTIONS WILL BE WAIVED.

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

- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.

- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The waiver
also applies to certain returns of excess contributions made to these plans.
In all cases, the distributions must be free from penalty under the Code.

- - Redemptions due to death or disability.

- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.

- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $500 invested in the Fund.

- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.

CONVERSION OF CLASS B SHARES. Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares

19
<PAGE> 47

automatically. This will occur no later than the month following eight years
after the shares were purchased, and will result in lower annual distribution
fees. If you exchanged Class B shares into the Fund from another John Hancock
fund, the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.

HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).

- -------------------------------------------------------------------------------
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.
- -------------------------------------------------------------------------------

You may redeem up to $100,000 by telephone, but the address
on the account must not have changed for the last thirty
days. A check will be mailed to the exact name(s) and
address shown on the account.

If reasonable procedures, such as those described above,
are not followed, the Fund may be liable for any loss due
to unauthorized or fraudulent telephone instructions. In
all other cases, neither the Fund nor Investor Services
will be liable for any loss or expense for acting upon
telephone instructions made in accordance with the
telephone transaction procedures mentioned above.

Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that
are in certificated form.

20
<PAGE> 48

<TABLE>
BY WIRE If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired on
the next business day to your designated bank account, and
a fee (currently $4.00) will be deducted. You may also use
electronic funds transfer to your assigned bank account,
and the funds are usually collectible after two business
days. Your bank may or may not charge a fee for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
included with this Prospectus.
- ---------------------------------------------------------------------------------
IN WRITING Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, class of shares, your
account number and the additional requirements listed below
that apply to your particular account.
- ---------------------------------------------------------------------------------

<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
--------------------------------- --------------------------------------------
<S> <C> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to sign for the account, exactly as it is
to Minors Act), General Partners registered with the signature(s) guaranteed.

Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.

- ---------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less,
John Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a
securities broker or dealer, including a government or municipal securities
broker or dealer, that is a member of a clearing corporation or meets certain
net capital requirements; (iii) a credit union having authority to issue
signature guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v)
a national securities exchange, a registered securities exchange or a clearing
agency.
- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.

If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $500 (except accounts under retirement plans) and to mail the
proceeds to the shareholder, or the transfer agent may impose an annual fee of
$10.00. No account will be involuntarily redeemed or additional fee imposed,
if the value of the account is in excess of the Fund's minimum initial
investment or if the value of the account falls below the required minimum as
a result of market action. No CDSC will be imposed on involuntary redemptions
of shares.

Shareholders will be notified before these redemptions are to be made or this
fee is imposed, and will have 60 days to purchase additional shares to bring
their account balance up to the required minimum. Unless the number of shares
acquired by further purchases and dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.
- ---------------------------------------------------------------------------------
</TABLE>
21

<PAGE> 49

ADDITIONAL SERVICES AND PROGRAMS

EXCHANGE PRIVILEGE

If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.

- -------------------------------------------------------------------------------
YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------

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. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). 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. However, if you exchange Class B shares
purchased prior to January 1, 1994 for Class B shares of any other John Hancock
fund, you will be subject to the CDSC schedule in effect on your initial
purchase date.

You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to a
CDSC upon redemption. The rate of the CDSC will be the rate in effect for the
original Fund at the time of exchange.

The Fund reserves the right to require you to keep previously exchanged shares
(and reinvested dividends) in the Fund for 90 days before you are permitted to
execute a new exchange. The Fund may also terminate or alter the terms of the
exchange privilege, upon 60 days' notice to shareholders.

An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.

When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.

22
<PAGE> 50

restrictions that do not apply to exchanges requested by shareholders directly,
as described above.

BY TELEPHONE

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.

IN WRITING

1. In a letter, request an exchange and list the following:

-- the name and class of the Fund whose shares you currently own
-- your account number
-- the name(s) in which the account is registered
-- the name of the fund in which you wish your exchange to be invested
-- the number of shares, all shares or dollar amount you wish to exchange

Sign your request exactly as the account is registered.

2. Mail the request and information to:

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

23
<PAGE> 51

REINVESTMENT PRIVILEGE

1. You will not be subject to a sales charge on Class A shares reinvested in
shares of any John Hancock fund that is otherwise subject to a sales charge
as long as you reinvest within 120 days from the redemption date. If you paid
a CDSC upon a redemption, you may reinvest at net asset value in the same
class of shares from which you redeemed within 120 days. Your account will be
credited with the amount of the CDSC previously charged, and the reinvested
shares will continue to be subject to a CDSC. For purposes of computing the
CDSC payable upon a subsequent redemption, the holding period of the shares
acquired through reinvestment will include the holding period of the redeemed
shares.

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

IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN THE FUND OR ANOTHER JOHN
HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
SALES CHARGE.

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

2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.

3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.

SYSTEMATIC WITHDRAWAL PLAN

1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.

- -------------------------------------------------------------------------------
YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH IRS REGULATIONS.
- -------------------------------------------------------------------------------

4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.

5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
with purchases of additional Class A or Class B shares, because you may be
subject to initial sales charges on your purchases of Class A shares or to a
CDSC on your redemptions of Class B shares. In addition, your redemptions are
taxable events.

6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)

1. You can authorize an investment to be automatically withdrawn each month from
your bank for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.

- -------------------------------------------------------------------------------
YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.
- -------------------------------------------------------------------------------

24
<PAGE> 52
2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.

4. There is no charge to you for this program, and there is no cost to the Fund.

5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.

- -------------------------------------------------------------------------------
ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
MAY ESTABLISH ACCOUNTS.
- -------------------------------------------------------------------------------

GROUP INVESTMENT PROGRAM

1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.

2. The initial aggregate investment of all participants in the group must be at
least $250.

3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.

RETIREMENT PLANS

1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keough Plans
(H.R. 10), Pension and Profit Sharing Plans (including 401(k) plans), Tax
Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.

INVESTMENTS, TECHNIQUES AND RISK FACTORS

SECURITIES OF FOREIGN ISSUERS. Investments in foreign securities may involve a
greater degree of risk than those in domestic securities due to exchange
controls, less publicly available information, more volatile or less liquid
securities markets, and the possibility of expropriation, confiscatory taxation
or political, economic or social instability. There may be difficulty in
enforcing legal rights outside the United States. Some foreign companies are not
generally subject to the same uniform accounting, auditing and financial
reporting requirements as domestic companies; also foreign regulation may differ
considerably from domestic regulation of stock exchanges, brokers and
securities. Security trading practices abroad may offer less protection to
investors such as the Fund.

25
<PAGE> 53

Additionally, because foreign securities may be quoted or 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 net
investment income and gains, if any, that the Fund distributes to shareholders.
Securities transactions undertaken in some foreign markets may not be settled
promptly. Therefore, the Fund's investments on foreign exchanges may be less
liquid and subject to the risk of fluctuating currency exchange rates pending
settlement. The expense ratios of funds investing significant amounts of their
assets in foreign securities can be expected to be higher than those of mutual
funds investing solely in domestic securities since the expenses of these funds,
such as the cost of maintaining custody of foreign securities and advisory fees,
are higher.

These risks of foreign investing may be intensified in the case of investments
in emerging markets or countries with limited or developing capital markets.
These countries generally 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 these
countries. Securities of issuers located in these countries may have limited
marketability and may be subject to more abrupt or erratic price movements.

26
<PAGE> 54

purchase or sell a specific currency at a future date at a price set at the time
of the contract. Although certain strategies could minimize the risk of loss due
to a decline in the value of the hedged foreign currency, they could also limit
any potential gain which might result from an increase in the value of the
currency. See the Statement of Additional Information for further discussion of
the uses and risks of forward foreign currency exchange contracts.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its net
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, restricted securities and securities that are not readily
marketable. Without regard to this limitation, the Fund may invest in restricted
securities eligible for resale to certain institutional investors pursuant to
Rule 144A under the Securities Act of 1933 as long as such securities meet
liquidity guidelines established by the Board of Directors.

LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33% of its total assets taken at current value or may
enter into repurchase agreements. In a repurchase agreement, the Fund buys a
security subject to the right and obligation to sell it back to the counterparty
at the same price plus accrued interest. These transactions must be fully
collateralized at all times. The Fund may reinvest any cash collateral in
short-term, liquid debt securities. However, these transactions may involve some
credit risk to the Fund if the other party should default on its obligation and
the Fund is delayed in or prevented from recovering the collateral. Securities
loaned by the Fund will remain subject to fluctuations of market value.

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and as an investment practice may be considered
speculative. The Fund will enter into a reverse repurchase agreement only when
the Adviser determines that the interest income to be earned from the investment
of the proceeds is greater than the interest expense of the transaction. To
minimize various risks associated with reverse repurchase agreements, the Fund
will establish and maintain with the Custodian a separate account consisting of
cash or liquid, high grade debt securities in an amount at least equal to the
repurchase prices of the securities (plus any accrued interest thereon) under
such agreements. In addition, the Fund's investment restrictions provide that
the Fund will not enter into reverse repurchase agreements exceeding, in the
aggregate, 33 1/3% of the value of its total assets (including for this purpose
other borrowings of the Fund). The Fund will enter into reverse repurchase
agreements only with selected registered broker/dealers or with federally
insured banks or savings and loan associations which are approved in advance as
being creditworthy by the Board of Directors. Under procedures established by
the Board of Directors, the Adviser will monitor the creditworthiness of the
firms involved.

27
<PAGE> 55

The use of reverse repurchase agreements involves leverage. Leverage allows any
investment gains made with the additional monies received (in excess of the
costs of the reverse repurchase agreement) to increase the net asset value of
the Fund's shares faster than would otherwise be the case. On the other hand, if
the additional monies received are invested in ways that do not fully recover
the costs of such transactions to the Fund, the net asset value of the Fund
would fall faster than would otherwise be the case.

SHORT SALES AGAINST-THE-BOX. The Fund may make short sales against-the-box for
the purpose of deferring realization of gain or loss for Federal income tax
purposes. A short sale "against-the-box" is a short sale in which the Fund owns
an equal amount of the securities sold short 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. The Fund
may engage in such short sales only to the extent that not more than 10% of the
Fund's total assets (determined at the time of the short sale) is held as
collateral for such sales.

OPTIONS AND FUTURES TRANSACTIONS. The Fund may buy and sell options contracts
on equity securities, stock indices and foreign currencies, stock index and
currency futures contracts and options on such futures contracts. Options and
futures contracts are bought and sold to enhance return or to manage the Fund's
exposure to changing security prices. Some options and futures strategies,
including selling futures, buying puts and writing calls, tend to hedge a Fund's
investments against price fluctuations. Other strategies, including buying
futures, writing puts, and buying calls, tend to increase market exposure.
Options and futures may be combined with each other or with forward contracts in
order to adjust the risk and return characteristics of the overall strategy. All
of the Fund's futures contracts and options on futures contracts will be traded
on a U.S. commodity exchange or board of trade. The Fund's transactions in
options and futures contracts may be limited by the requirements of the Code for
qualification as a regulated investment company. See the Statement of Additional
Information for further discussion of options and futures transactions,
including tax effects and investment risks.

28
<PAGE> 56

RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS. The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:

Market Risk. Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund.

Leverage and Volatility Risk. Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in certain derivative instruments by maintaining a segregated
account consisting of cash and liquid, high grade debt securities, by holding
offsetting portfolio securities or currency positions or by covering written
options.

Correlation Risk. The Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.

Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.

29
<PAGE> 57

(NOTES)

<PAGE> 58

(NOTES)

<PAGE> 59

JOHN HANCOCK
JOHN HANCOCK GLOBAL
GLOBAL RESOURCES FUND RESOURCES
FUND
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

PRINCIPAL DISTRIBUTOR
John Hancock Funds, Inc. CLASS A AND CLASS B SHARES
101 Huntington Avenue PROSPECTUS
Boston, Massachusetts 02199-7603 MAY 15, 1995

CUSTODIAN A MUTUAL FUND SEEKING TO PROTECT
Investors Bank & Trust Company THE PURCHASING POWER OF INVESTORS'
24 Federal Street CAPITAL AND TO ACHIEVE GROWTH OF
Boston, Massachusetts 02110 CAPITAL.

TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116

INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone 101 HUNTINGTON AVENUE
For Telephone Redemption BOSTON, MASSACHUSETTS 02199-7603
TELEPHONE 1-800-225-5291
For TDD call 1-800-554-6713

T570P 5/95 [RECYCLE LOGO] Printed on Recycled Paper
<PAGE> 60

JOHN HANCOCK
GOVERNMENT
INCOME FUND

CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Expense Information...................................................... 2
The Fund's Financial Highlights.......................................... 3
Investment Objective and Policies........................................ 4
Organization and Management of the Fund.................................. 6
Alternative Purchase Arrangements........................................ 7
The Fund's Expenses...................................................... 9
Dividends and Taxes...................................................... 10
Performance.............................................................. 11
How to Buy Shares........................................................ 12
Share Price.............................................................. 13
How to Redeem Shares..................................................... 20
Additional Services and Programs......................................... 22
Investments, Techniques and Risk Factors................................. 25
</TABLE>

This Prospectus sets forth the information about John Hancock Government
Income Fund (the "Fund"), a diversified series of John Hancock Series, Inc. (the
"Company"), that you should know before investing. Please read and retain it for
future reference.

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund's fiscal
year ended October 31, 1994 adjusted to reflect current sales charges. Actual
fees and expenses in the future of the Class A and Class B shares may be greater
or less than those indicated.

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)....................... 4.50% None
Maximum sales charge imposed on reinvested dividends................................................ None None
Maximum deferred sales charge....................................................................... None * 5.00%
Redemption fee+..................................................................................... None None
Exchange fee........................................................................................ None None

<FN>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of purchase.
** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.
*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.
+Redemption by wire fee (currently $4.00) not included.
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................... $56 $81 $107 $183
Class B Shares
-- Assuming complete redemption at end of period......................... $70 $91 $125 $207
-- Assuming no redemption................................................ $20 $61 $105 $207
<FN>

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

</TABLE>

2
<PAGE> 62

THE FUND'S FINANCIAL HIGHLIGHTS

Selected data for each class of shares outstanding throughout each period is
as follows:

<TABLE>
<CAPTION>
CLASS B SHARES
CLASS A SHARES -----------------------------------------------------------------------
---------------------- PERIOD
PERIOD FROM YEAR ENDED OCTOBER 31, ENDED
SEPTEMBER 30, 1994 TO -------------------------------------------------------- OCTOBER 31,
OCTOBER 31, 1994(1) 1994 1993 1992 1991 1990 1989 1988(2)
---------------------- ------ ------ ------ ------ ------ ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period.......................... $8.85 $10.05 $9.83 $9.79 $9.37 $9.98 $10.01 $10.58
INCOME FROM INVESTMENT OPERATIONS
Net investment income............. 0.06 0.65 0.70 0.80 0.89 0.88 0.98 0.69
Net realized and unrealized gain
(loss)
on securities................... (0.10) (1.28) 0.24 0.03 0.40 (0.54) (0.01) (0.45)
------ ------ ------ ------ ------ ------ ------ ------
Total from Investment
Operations...................... (0.04) (0.63) 0.94 0.83 1.29 0.34 0.97 0.24
LESS DISTRIBUTIONS
Dividends from net investment
income.......................... (0.06) (0.65) (0.72) (0.79) (0.87) (0.95) (1.00) (0.64)
Distributions from realized
gains........................... -- (0.02) -- -- -- -- -- (0.17)
------ ------ ------ ------ ------ ------ ------ ------
Total Distributions............... (0.06) (0.67) (0.72) (0.79) (0.87) (0.95) (1.00) (0.81)
------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of period.... $ 8.75 $ 8.75 $10.05 $ 9.83 $ 9.79 $ 9.37 $ 9.98 $10.01
====== ====== ====== ====== ====== ====== ====== ======
Total Return(3)................... (0.45)% (6.42)% 9.86% 8.81% 14.38% 3.71% 10.22% 2.40%
====== ====== ====== ====== ====== ====== ====== ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
average net assets.............. 0.12% 1.93% 2.00% 2.00% 2.00% 2.04% 2.82% 2.76%
Ratio of interest expense to
average net assets.............. -- 0.01% 0.01% 0.15% -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------
Ratio of total expenses to average
net assets...................... 0.12% 1.94% 2.01% 2.15% 2.00% 2.04% 2.82% 2.76%
Ratio of expense reimbursement to
average net assets.............. -- -- -- -- -- (0.04)% (0.82)% (1.38)%
------ ------ ------ ------ ------ ------ ------ ------
Ratio of net expenses to average
net assets...................... 0.12% 1.94% 2.01% 2.15% 2.00% 2.00% 2.00% 1.38%
======= ====== ====== ====== ====== ====== ====== ======
Ratio of net investment income to
average net assets.............. 0.71% 6.98% 7.06% 8.03% 9.09% 9.22% 9.64% 6.34%
Portfolio turnover................ 92% 92% 138% 112% 162% 83% 151% 174%
Net Assets, end of period (in
thousands)...................... $223 $241,061 $293,413 $225,540 $129,014 $64,707 $26,568 $6,966
Debt outstanding at end of period
(in thousands)(4)............... $0 $0 $0 $0 -- -- -- --
Average daily amount of debt
outstanding
during the period (in
thousands)(4)................... $349 $349 $503 $6,484 -- -- -- --
Average monthly number of shares
outstanding during the period
(in thousands).................. 28,696 28,696 26,378 18,572 -- -- -- --
Average daily amount of debt
outstanding per share during the
period(4)....................... $0.01 $0.01 $0.02 $0.35 -- -- -- --

<FN>
- ---------------

(1) Financial highlights, including total return, have not been annualized.
Portfolio turnover and information regarding debt outstanding are for the
year ended October 31, 1994 and are not class specific.

(2) Financial highlights, including total return, are for the period from
February 23, 1988 (date of the Fund's initial offering of shares to the
public) to October 31, 1988 and have not been annualized. Per share
information has been calculated using the average number of shares
outstanding.

(3) Total return does not include the effect of the initial sales charge for
Class A Shares nor the contingent deferred sales charge for Class B Shares.

(4) Debt outstanding consists of reverse repurchase agreements entered into
during the year.
</TABLE>

3
<PAGE> 63

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to earn a high level of current income
consistent with preservation of capital by investing primarily in securities
that are issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities ("U.S. Government securities").
The Fund may seek to enhance its current return and may seek to hedge against
changes in interest rates by engaging in transactions involving options (subject
to certain limits), futures and options on futures. The Fund expects that under
normal market conditions it will invest at least 80% of its total assets in U.S.
Government securities (and related repurchase agreements and forward
commitments) which include:

- -------------------------------------------------------------------------------
THE FUND SEEKS TO EARN A HIGH LEVEL OF
CURRENT INCOME CONSISTENT WITH
PRESERVATION OF CAPITAL BY INVESTING IN
U.S. GOVERNMENT SECURITIES.
- -------------------------------------------------------------------------------
(1) Obligations issued by the U.S. Treasury differing only in their interest
rates, maturities and times of issuance:

(a) U.S. Treasury bills with a maturity of one year or less;
(b) U.S. Treasury notes with maturities of one to ten years; or
(c) U.S. Treasury bonds generally with maturities greater than ten years;
and

(2) Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities which may be supported by:
(a) the full faith and credit of the U.S. Government (e.g., direct pass-
through certificates of the Government National Mortgage Association
("Ginnie Mae"));
(b) the right of the issuer to borrow from the U.S. Government (e.g.,
securities of the Federal Home Loan banks); or
(c) the credit of the instrumentality (e.g., bonds issued by Federal
National Mortgage Association.)

John Hancock Advisers, Inc. (the "Adviser") will attempt to minimize excessive
fluctuations in net asset value per share, so at times the highest yielding
government securities then available may not be selected for investment if, in
the view of the Adviser, future interest rate movements could result in
depreciation of value of such securities. The Fund may take full advantage of
the entire range of maturities of U.S. Government securities and may adjust the
dollar-weighted average maturity of its portfolio from time to time based in
large part on the Adviser's expectation as to future changes in interest rates.

As to the balance of the Fund's assets, where consistent with the investment
objective, the Fund may:

1. invest in U.S. dollar denominated securities issued or guaranteed by foreign
governments which are considered stable by the Adviser, or any of the
political subdivisions, instrumentalities, authorities or agencies of these
governments. Such securities will generally be rated within the four highest
rating categories by a nationally recognized rating organization (e.g.,
Standard & Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc.
("Moody's")) or if not so rated, determined to be of equivalent quality in
the opinion of the Adviser;

4
<PAGE> 64

provided that the Fund may invest up to 10% of its total assets in securities
which may be rated B or better by a nationally recognized rating
organization.

2. invest in other "asset backed securities" which are not included as
"government asset backed" securities and are rated in one of the two highest
rating categories by a nationally recognized credit rating organization or if
not so rated, determined to be of equivalent investment quality in the
opinion of the Adviser;

3. engage in hedging transactions, including options, interest rate futures
contracts and options thereon, subject to certain limitations described below
(see "Investments, Techniques and Risk Factors");

4. enter into repurchase agreements and reverse repurchase agreements and invest
in when issued securities and restricted securities, subject to certain
limitations described below (see "Investments, Techniques and Risk Factors");
and

5. invest in (for liquidity purposes) high quality, short-term debt securities
with remaining maturities of one year or less ("money market instruments")
such as certificates of deposit, bankers' acceptances, corporate debt
securities, commercial paper and related repurchase agreements.

Asset backed securities, like Ginnie Mae certificates, are securities which
represent a participation in or are secured by and payable from, a stream of
payments generated by particular assets, most often a pool of assets similar to
one another. Types of other asset backed securities include automobile
receivable securities, credit card receivable securities and mortgage backed
securities such as collateralized mortgage obligations ("CMOs") and real estate
mortgage investment conduits ("REMICs"). See "Investments, Techniques and Risk
Factors" and the Statement of Additional Information for a discussion of
government and non-government asset backed securities and for a description of
securities lending, short-term obligations, government securities, options,
futures and forward contracts, as well as the ratings of various fixed income
securities by Moody's and S&P. See "Investments, Techniques and Risk Factors."

The U.S. Government guarantees the payment of principal and interest of the
Fund's U.S. Government securities, but does not guarantee the value or yield of
such securities or the Fund's shares of common stock. To the extent the Fund
invests in government asset backed (e.g., Ginnie Mae Certificates) and non-
government asset backed securities, it may experience a high rate of repayment
when interest rates decline and may therefore face the necessity of reinvesting
at a time when rates of return are relatively low which could result in a
reduction in principal if the securities were acquired at a premium. See
"Certain Investment Practices" in the Statement of Additional Information for
further discussion.

The value of the securities held by the Fund, and therefore the net asset value
per share, will fluctuate with interest rate changes. Generally, a rise in
interest rates will result in a decrease in the Fund's net asset value, while a
decline will result in an increase in the Fund's net asset value. Therefore at
the time of redemption, your shares may be worth more or less than the value at
the time of purchase.

5
<PAGE> 65

The Fund will employ certain hedging techniques to seek to reduce risks
associated with changes in interest rates. However, these hedging techniques
will result in transaction costs to the Fund and there can be no assurance the
interest rate risks will be eliminated. Zero coupon bonds are issued at a
significant discount from their principal amount in lieu of paying interest
periodically; therefore, their value is subject to greater fluctuation in
response to changes in market interest rates than bonds which pay interest
currently. See "Investments, Techniques and Risk Factors."

Foreign government obligations which are appropriate for investment by the Fund
may be subject to risks generally applicable to foreign securities. See
"Investments, Techniques and Risk Factors."

The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. Those restrictions designated as fundamental may
not be changed without shareholder approval. The Fund's investment objective to
invest (under normal market conditions) 80% of its assets in U.S. Government
securities and its investment policies are nonfundamental and may be changed by
a vote of the Board of Directors without shareholder approval, upon 30 days'
prior written notice to shareholders. Notwithstanding the Fund's fundamental
investment restriction prohibiting investments in other investment companies,
the Fund may, pursuant to an order granted by the SEC, invest in other
investment companies in connection with a deferred compensation plan for the
non-interested Trustees of the John Hancock funds. There can be no assurance
that the Fund will achieve its investment objective.

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

THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.

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

The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Board of Directors, the Adviser may place securities transactions with
brokers affiliated with the Adviser. The brokers include Tucker Anthony
Incorporated, Sutro and Company, Inc. and John Hancock Distributors, Inc., which
are indirectly owned by the John Hancock Mutual Life Insurance Company (the
"Life Company"), which in turn indirectly owns the Adviser.

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

BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.

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

ORGANIZATION AND MANAGEMENT OF THE FUND

The Fund is organized as a separate, diversified portfolio of the Company, an
open-end management investment company organized as a Maryland corporation in
1987. The Company reserves the right to create and issue a number of series of
shares, or funds or classes thereof, which are separately managed and have
different investment objectives. The Board of Directors has authorized the
issuance of two classes of the Fund, designated Class A and Class B. The shares
of each class represent an interest in the same portfolio of investments of the
Fund. Each class has equal rights as to voting, redemption, dividends and
liquidation. However, each class bears different distribution and transfer agent
fees and other expenses. Also, Class A and Class B shareholders have exclusive
voting rights with respect to their distribution plans. The Company does not
intend to hold annual meetings of shareholders, except when required by federal
or state law, although special meetings may be held for such purposes as
electing or removing Directors, changing fundamental policies or approving a
management contract. The Company, under certain circumstances, will assist in
shareholder communications with other shareholders.

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

THE BOARD OF DIRECTORS ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
DIRECTORS' POLICIES AND SUPERVISION.

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

6
<PAGE> 66

The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund,
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers that have agreements with John Hancock Funds ("Selling
Brokers"). Certain Fund officers are also officers of the Adviser and John
Hancock Funds.

- -------------------------------------------------------------------------------
JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING A TOTAL ASSET
VALUE OF MORE THAN $13 BILLION.
- -------------------------------------------------------------------------------

All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.

ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.

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

AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
CHOOSE THE METHOD OF PAYMENT THAT IS BEST
FOR YOU.

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

7
<PAGE> 67

CLASS B SHARES. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.

8
<PAGE> 68

distribution and service fees, as well as from the CDSC incurred upon redemption
within six years of purchase. The purpose and function of the Class B shares'
CDSC and ongoing distribution and service fees are the same as those of the
Class A shares' initial sales charge and ongoing distribution and service fees.
Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.

THE FUND'S EXPENSES

For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
--------------- -----------
<S> <C>
First $200,000,000..................................................... 0.65%
Next $300,000,000...................................................... 0.625%
Amount over $500,000,000............................................... 0.60%
</TABLE>

For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
0.64% of the Fund's average daily net assets to the Fund's former investment
adviser.

The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for both Class A and Class B shares
is for service expenses and the remaining amount is for distribution expenses.
The distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.

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

THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.

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

9
<PAGE> 69

the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. For the fiscal year ended October 31, 1994, an
aggregate of $10,485,386 of distribution expenses or 4.35% 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.

Information on the Fund's total expenses is in the Financial Highlights section
of this Prospectus.

DIVIDENDS AND TAXES

DIVIDENDS. The Fund generally declares daily and distributes dividends monthly,
representing all or substantially all of its net investment income. The Fund
will distribute net realized capital gains, if any, annually.

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

THE FUND GENERALLY DECLARES DAILY AND
DISTRIBUTES DIVIDENDS MONTHLY.

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

Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."

TAXATION. Dividends from the Fund's net investment income, certain net foreign
exchange gains and net short-term capital gains are taxable to you as ordinary
income and dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. These dividends are taxable whether you take them in
cash or reinvest in additional shares. Certain dividends may be paid in January
of a given year but may be taxable as if you received them the previous
December.

The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code. When you redeem (sell) or exchange shares, you may
realize a taxable gain or loss.

On the account application you must certify that the social security or other
taxpayer identification number you provide is correct and that you are not
subject to backup withholding of Federal income tax. If you do not provide this
information or are otherwise subject to this withholding, the Fund may be
required to withhold 31% of your dividends and the proceeds of redemptions or
exchanges.

10
<PAGE> 70

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. You should consult your tax adviser for
specific advice.

PERFORMANCE

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

THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
RETURN.

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

The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.

Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield for Class B shares reflect
the deduction of the applicable CDSC imposed on a redemption of shares held for
the applicable period. All calculations assume that all dividends are reinvested
at net asset value on the reinvestment dates during the periods. Total return
and yield of Class A and Class B shares will be calculated separately and,
because each class is subject to different expenses, the total return and yield
may differ with respect to that class for the same period. The relative
performance of the Class A and Class B shares will be affected by a variety of
factors, including the higher operating expenses attributable to the Class B
shares, whether the Fund's investment performance is better in the earlier or
later portions of the period measured and the level of net assets of the classes
during the period. The Fund will include the total return of Class A and Class B
shares in any advertisement or promotional materials including Fund performance
data. The value of Fund shares, when redeemed, may be more or less than their
original cost. Both yield and total return are historical calculations, and are
not an indication of future performance. See "Alternative Purchase
Arrangements -- Factors to Consider in Choosing an Alternative."

11
<PAGE> 71

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

<TABLE>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.

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

OPENING AN ACCOUNT

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

- ---------------------------------------------------------------------------------
<S> <C> <C>
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation, P.O. Box 9115, Boston, MA 02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Government Income Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
PROGRAM 2. The amount you elect to invest will be automatically withdrawn
(MAAP) from your bank or credit union account.
- -------------------------------------------------------------------------------

BUYING ADDITIONAL CLASS A AND CLASS B
SHARES

- -------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>
[/R]

12
<PAGE> 72
- -------------------------------------------------------------------------------

BUYING ADDITIONAL
CLASS A AND CLASS B
SHARES (CONTINUED)

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

<TABLE>
<S> <C> <C>
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of share you own, your account
number and the name(s) in which the account is registered.
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Government Income Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>

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

YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
RECORDKEEPING.

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

SHARE PRICE

The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Board of Directors. Short-term debt
investments maturing within 60 days are valued at amortized cost which the Board
has determined approximates market value. Foreign securities are valued on the
basis of quotations from the primary market in which they are traded, and are
translated from the local currency into U.S. dollars using current exchange
rates. 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 Board of Directors believes accurately reflects fair
value. The NAV is calculated once daily as of the close of regular trading on
the New York Stock Exchange (the "Exchange") (generally at 4:00 P.M., New York
time) on each day that the Exchange is open.

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

THE OFFERING PRICE OF YOUR SHARES IS THEIR
NET ASSET VALUE PLUS A SALES CHARGE, IF
APPLICABLE, WHICH WILL VARY WITH THE
PURCHASE ALTERNATIVE YOU CHOOSE.

- -------------------------------------------------------------------------------
13
<PAGE> 73

INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
AMOUNT INVESTED A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
(INCLUDING SALES OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
CHARGE)
---------------- --------------- --------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999 2.75% 2.83% 2.30% 2.06%
$500,000 to $999,999 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)
</TABLE>

(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.

(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance in an amount equal to 0.25% of the net
assets invested in the Fund, and thereafter, it pays the service fee
periodically in arrears in an amount up to 0.25% of the Fund's average
annual net assets. Selling Brokers receive the fee as compensation for
providing personal and account maintenance services to shareholders.

Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.

14
<PAGE> 74

In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.

Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."

CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES. Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:

<TABLE>
<CAPTION>
AMOUNT INVESTED CDSC RATE
--------------- ---------
<S> <C>
$1 million to $4,999,999................................................ 1.00%
Next $5 million to $9,999,999........................................... 0.50%
Amounts of $10 million and over......................................... 0.25%
</TABLE>

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

QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in
Class A shares of the John Hancock funds in meeting the breakpoints for a

15
<PAGE> 75

reduced sales charge. For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE,
the applicable sales charge will be based on the total of:

1. Your current purchase of Class A shares of the Fund.

2. The net asset value (at the close of business on the previous day) of (a)
all Class A shares of the Fund you hold, and (b) all Class A shares of any
other John Hancock funds you hold; and

3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."

EXAMPLE:

If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares").

If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:

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

CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.

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

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

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

*For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.

16
<PAGE> 76

CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES. Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.

In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.

EXAMPLE:

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

<TABLE>
<S> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC
(40 X $2) - 80
------
- - Amount subject to CDSC $ 400
</TABLE>

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.

17
<PAGE> 77

- -------------------------------------------------------------------------------
UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
CLASS B AND CERTAIN CLASS A SHARE
REDEMPTIONS WILL BE WAIVED.
- -------------------------------------------------------------------------------

- - Redemptions of Class B shares made under Systematic Withdrawal Plan (see "How
to Redeem Shares"), as long as your annual redemptions do not exceed 10% of
your account value, at the time you establish your Systematic Withdrawal Plan
and 10% of the value of your subsequent investments (less redemptions) in that
account at the time you notify Investor Services. This waiver does not apply
to Systematic Withdrawal Plan redemptions of Class A shares that are subject
to a CDSC.

- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.

- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The waiver
also applies to certain returns of excess contributions made to these plans.
In all cases, the distributions must be free from penalty under the Code.

- - Redemptions due to death or disability.

18
<PAGE> 78

- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.

- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $500 invested in the Fund.

- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.

If you exchanged Class B shares into the Fund from another John Hancock fund,
the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.

19
<PAGE> 79

HOW TO REDEEM SHARES

You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).

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

TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.

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

Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that
are in certificated form.

During periods of extreme economic conditions or market
changes, telephone requests may be difficult to implement
due to a large volume of calls. During these times, you
should consider placing redemption requests in writing or
use EASI-Line. EASI-Line's telephone number is
1-800-338-8080.
- ---------------------------------------------------------------------------------
BY WIRE If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired on
the next business day to your designated bank account, and
a fee (currently $4.00) will be deducted. You may also use
electronic funds transfer to your assigned bank account,
and the funds are usually collectable after two business
days. Your bank may or may not charge a fee for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.

This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
attached to the Prospectus.
- ---------------------------------------------------------------------------------
</TABLE>

20
<PAGE> 80
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
IN WRITING Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, class of shares, your
account number and the additional requirements listed below
that apply to your particular account.
- ---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
-------------------- ------------
<S> <C> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaran-
teed.

Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.

Trusts A letter of instruction signed by the
trustee(s) with the signature(s) guaranteed.
(If the trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.
- ---------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.

- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
</TABLE>
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your
stock power or a letter of instructions. Unless you specify to the
contrary, any outstanding Class A shares will be redeemed before Class B
shares. You may not redeem certificated shares by telephone.

Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account
which holds less than $500 (except accounts under retirement plans) and to
mail the proceeds to the shareholder, or the transfer agent may impose an
annual fee of $10.00. No account will be involuntarily redeemed or
additional fee imposed, if the value of the account is in excess of the
Fund's minimum initial investment or if the value of the account falls
below the required minimum as a result of market action. No CDSC will be
imposed on involuntary redemptions of shares.

Shareholders will be notified before these redemptions are to be made or
this fee is imposed, and will have 60 days to purchase additional shares
to bring their account balance up to the required minimum. Unless the
number of shares acquired by further purchases and dividend reinvestments,
if any, exceeds the number of shares redeemed, repeated redemptions from a
smaller account may eventually trigger this policy.
- --------------------------------------------------------------------------------

21
<PAGE> 81

ADDITIONAL SERVICES AND PROGRAMS

EXCHANGE PRIVILEGE

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

YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.

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

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. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). 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. However, if you exchange Class B shares
purchased prior to January 1, 1994 for Class B shares of any other John Hancock
Fund, you will be subject to the CDSC schedule in effect on your initial
purchase date.

An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.

When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.

22
<PAGE> 82

restrictions that do not apply to exchanges requested by shareholders directly,
as described above.

BY TELEPHONE

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.

IN WRITING

1. In a letter, request an exchange and list the following:

-- the name and class of the Fund whose shares you currently own

-- your account number

-- the name(s) in which the account is registered

-- the name of the fund in which you wish your exchange to be invested

-- the number of shares, all shares or dollar amount you wish to exchange

Sign your request exactly as the account is registered.

2. Mail the request and information to:

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

23
<PAGE> 83

REINVESTMENT PRIVILEGE

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

IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN THE FUND OR ANOTHER JOHN
HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
SALES CHARGE.

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

2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.

3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.

SYSTEMATIC WITHDRAWAL PLAN

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.

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

YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH IRS REGULATIONS.

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

4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.

6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)

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

YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.

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

24
<PAGE> 84

2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.

4. There is no charge to you for this program, and there is no cost to the Fund.

5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.

GROUP INVESTMENT PROGRAM

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

ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
MAY ESTABLISH ACCOUNTS.

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

2. The initial aggregate investment of all participants in the group must be at
least $250.

3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.

RETIREMENT PLANS

INVESTMENTS, TECHNIQUES AND RISK FACTORS

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, restricted securities and securities not readily
marketable. Although the Fund may purchase restricted securities which can be
offered and sold to "qualified institutional buyers" under Rule 144A of the
Securities Act, its present investment restriction limits such investment to the
foregoing 10% limitation.

25
<PAGE> 85

security subject to the right and obligation to sell it back to the counterparty
at the same price plus accrued interest. These transactions must be fully
collateralized at all times. The Fund may reinvest any cash collateral in
short-term, liquid debt securities. However, these transactions may involve some
credit risk to the Fund if the other party should default on its obligation and
the Fund is delayed in or prevented from recovering the collateral. Securities
loaned by the Fund will remain subject to fluctuations of market value.

REVERSE REPURCHASE AGREEMENTS. A reverse repurchase agreement involves the sale
of a security by the Fund and its agreement to repurchase the instrument at a
specified time and price. The Fund will maintain a segregated account consisting
of liquid, high grade debt securities to cover its obligations under reverse
repurchase agreements with selected firms approved in advance by the Board of
Directors. The Fund will use the proceeds to purchase other investments. Reverse
repurchase agreements are considered to be borrowings by the Fund and as an
investment practice may be considered speculative. Repurchase agreements magnify
the potential for gain or loss on the portfolio securities of the Fund and
therefore increase the possibility of fluctuation in the Fund's net asset value.
The Fund may borrow money for temporary administrative or emergency purposes. To
avoid the potential leveraging effects of the Fund's borrowings, additional
investments will not be made while borrowings are in excess of 5% of the Fund's
total assets. The Fund will limit its investments in reverse repurchase
agreements and other borrowings to no more than 33 1/3% of it total assets.

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT SECURITIES. The Fund may
purchase securities on a forward or "when-issued" or "delayed delivery" basis
and may purchase or sell securities on a forward commitment basis to hedge
against anticipated changes in interest rates and prices. When the Fund engages
in such transactions, it relies on the seller or the buyer, as the case may be,
to consummate the transaction. Failure to consummate the transaction may result
in the Fund's losing the opportunity to obtain an advantageous price and yield.
If the Fund chooses to dispose of the right to acquire a when-issued or delayed
delivery security prior to its acquisition or dispose of its right to deliver or
receive against a forward commitment, it can incur a gain or a loss.

SECURITIES OF FOREIGN ISSUERS. The Fund may invest in securities issued or
guaranteed by foreign governments or any of the political subdivisions,
instrumentalities, authorities or agencies of these governments. Investments in
foreign securities may involve a greater degree of risk than those in domestic
securities due to exchange controls, less publicly available information, more
volatile or less liquid securities markets, and the possibility of
expropriation, confiscatory taxation or political, economic or social
instability. There may be difficulty in enforcing legal rights outside the
United States. Some foreign governments are not generally subject to the same
uniform accounting, auditing and financial reporting requirements as the U.S.
government; also foreign regulation may differ considerably from domestic
regulation of stock exchanges, brokers and securities. Security trading
practices abroad may offer less protection to investors such as the Fund.
Securities transactions undertaken in some foreign markets may not be settled

26
<PAGE> 86

promptly. Therefore, the Fund's investments on foreign exchanges may be less
liquid and subject to the risk of fluctuating currency exchange rates pending
settlement.

The Fund may also invest in so-called "Brady Bonds" and other sovereign debt
securities of countries that have restructured or are in the process of
restructuring sovereign debt pursuant to the Brady Plan. The Brady Plan
contemplates the exchange of commercial bank debt for newly issued bonds (Brady
Bonds). Multilateral institutions such as the World Bank and the International
Monetary Fund the ("IMF") support the restructuring by providing funds pursuant
to loan agreements or other arrangements which enable the debtor nation to
collateralize the new Brady Bonds or to repurchase outstanding bank debt at a
discount. Brady Bonds may involve a high degree of risk or present the risk of
default. As of the date of this Prospectus, the Fund is not aware of the
occurrence of any payment defaults on Brady Bonds. Investors should recognize
however, that Brady Bonds have been issued only recently, and accordingly, they
do not have a long payment history. Although Brady Bonds may be collateralized
by U.S. Government securities, repayment of principal and interest is not
guaranteed by the U.S. Government.

INVESTMENT GRADE AND LOWER RATED SECURITIES. The Fund may invest in securities
that are rated in the lowest category of "investment grade" (BBB by S&P or Baa
by Moody's) or, with respect to 10% of its total assets, in lower rated
securities or unrated securities determined to be of comparable quality.
Securities in the lowest investment grade are considered medium grade
obligations and normally exhibit adequate protection parameters. However, these
securities also have speculative characteristics. Adverse changes in economic
conditions or other circumstances are more likely to lead to weakened capacity
to make principal and interest payments than in the case of higher grade
obligations. 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 market price and liquidity of lower
rated fixed-income securities generally respond to short-term economic and
market developments to a greater extent than do the price and liquidity of
higher rated securities, because these developments are perceived to have a more
direct relationship to the ability of an issuer of lower rated securities to
meet its ongoing debt obligations. See the Statement of Additional Information
for a description of the risks associated with investing in high-yield,
high-risk securities.

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. Short-term trading of fixed-income securities
should not increase direct transaction costs since fixed-income securities are
normally traded on a principal basis without brokerage commissions. Short-term
trading may have the effect of increasing portfolio turnover and may increase
net short-term capital gains, distributions from which would be taxable to
shareholders as ordinary income. The Fund does not intend to invest for the
purpose of seeking short-term

27
<PAGE> 87

profits. The Fund's portfolio securities may be changed, however, without regard
to the holding period of these securities (subject to certain tax restrictions),
when the Adviser deems that this action will help achieve the Fund's objective
given a change in an issuer's operations or changes in general market
conditions. The Fund's portfolio turnover rate is set forth in the table under
the caption "The Fund's Financial Highlights."

TEMPORARY DEFENSIVE INVESTMENTS. During periods of unusual market conditions
when the Adviser believes that investing for temporary defensive purposes is
appropriate, part or all of the assets of the Fund may be invested in cash or
cash equivalents consisting of (i) obligations of banks (including certificates
of deposit, bankers' acceptances and repurchase agreements) with assets of
$100,000,000 or more; (ii) commercial paper rated within the two highest rating
categories of a nationally recognized rating organization; (iii) investment
grade short-term notes; and (iv) related repurchase agreements.

OPTIONS AND FUTURES TRANSACTIONS. The Fund may write (sell) covered call and
cash secured put options and purchase call and put options on debt securities
and may enter into interest rate futures contracts and options on such futures
contracts. Options and futures contracts are bought and sold to manage the
Fund's exposure to changing interest rates and security prices. Some options and
futures strategies, including selling futures, buying puts and writing calls,
tend to hedge a Fund's investment against price fluctuations. Other strategies,
including buying futures, writing puts, and buying calls, tend to increase
market exposure. Options and futures may be combined with each other or with
forward contracts in order to adjust the risk and return characteristics of the
overall strategy. The Fund may also write straddles, which are combinations of
put and call options on the same security. The Fund does not currently engage in
the writing of options for the purpose of enhancing its total return and has
undertaken not to commence such investment activity without having first given
60 days' written notice to shareholders in advance thereof.

The Fund will not engage in a transaction in futures or options on futures if,
immediately thereafter, the sum of initial margin deposits and premiums required
to establish positions in futures contracts and options on futures would exceed
5% of the Fund's total assets. The Fund will not purchase a call or put option
if as a result the premium paid for the option together with premiums paid for
all other options, interest rate futures contracts and options thereon then held
by the Fund, exceed 10% of the Fund's total net assets. The loss incurred by the
Fund investing in futures contracts and in writing options on futures is
potentially unlimited and may exceed the amount of any premium received. The
Fund's transactions in options and futures contracts may be limited by the
requirements of the Code for qualification as a regulated investment company.
See the Statement of Additional Information for further discussion of options
and futures transactions, including tax effects and investment risks.

MORTGAGE-BACKED SECURITIES. The Fund may invest in mortgage-backed securities.
A mortgage-backed security may be an obligation of the issuer backed by a
mortgage or pool of mortgages or a direct interest in an underlying pool of

28
<PAGE> 88

mortgages. Some mortgage-backed securities, such as collateralized mortgage
obligations (CMOs), make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate and
pay principal at maturity (like a typical bond). Mortgage-backed securities are
based on different types of mortgages including those on commercial real estate
or residential properties. Mortgage-backed securities often have stated
maturities of up to thirty years when they are issued, depending upon the length
of the mortgages underlying the securities. In practice, however, unscheduled or
early payments of principal and interest on the underlying mortgages may make
the securities effective maturity shorter than this, and the prevailing interest
rates may be higher or lower than the current yield of the Fund's portfolio at
the time the Fund receives the payments for reinvestment. Mortgage-backed
securities may have less potential for capital appreciation than comparable
fixed-income securities, due to the likelihood of increased prepayments of
mortgages as interest rates decline. If the Fund buys mortgage-backed securities
at a premium, mortgage foreclosures and prepayments of principal by mortgagors
(which may be made at any time without penalty) may result in some loss of the
Fund's principal investment to the extent of the premium paid.

Other types of mortgage-backed securities will likely be developed in the future
and the Fund may invest in them if the Adviser determines they are consistent
with the Fund's investment objectives and policies.

ZERO COUPON BONDS. Zero coupon Treasury securities are (i) U.S. Treasury bills,
and both notes and bonds which have been stripped of their unmatured interests
coupons and receipts or (ii) certificates representing interest in such stripped
obligations. A zero coupon security pays no interest in cash to its holder
during its life although interest is accrued currently for federal income tax
purposes. Its value to an investor consists of the difference between its face
value at the time of maturity and the price for which it was acquired, which is
generally an amount significantly less than its face value (sometimes referred
to as a "deep discount" price). Investing in "zero coupon" Treasury securities
may help to preserve capital during periods of declining interest rates. For
example, if interest rates decline, Ginnie Mae certificates owned by the Fund
which were purchased at greater than

29
<PAGE> 89
par are more likely to be prepaid, which would cause a loss of principal. In
anticipation of this, the Fund might purchase zero coupon Treasury securities,
the value of which would be expected to increase when interest rates decline.
Zero coupon Treasury securities do not entitle the holder to any periodic
payments of interest prior to maturity. Accordingly, such securities usually
trade at a deep discount from their face or par value and will be subject to
greater fluctuations of market value in response to changing interest rates than
debt obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are not periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity. Current federal tax
law requires that a holder (such as the Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund receives no interest payment in cash on the security during
the year.

In order to satisfy the income distribution requirements applicable to regulated
investment companies under the Code, the Fund may therefore be required to
obtain cash for distribution corresponding to such accrued income by selling
portfolio securities, possibly under disadvantageous circumstances, or through
borrowing.

Leverage and Volatility Risk. Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net assets value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.

Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.

30
<PAGE> 90

Liquidity and Valuation Risk. Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, an exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may depend on the cooperation of the counterparties to
these instruments. For derivative instruments that are not heavily traded, the
only source of price quotations may be the selling dealer or counterparty.

31
<PAGE> 91

JOHN HANCOCK JOHN HANCOCK
GOVERNMENT INCOME FUND GOVERNMENT
INCOME FUND

INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

CLASS A AND CLASS B SHARES
PRINCIPAL DISTRIBUTOR PROSPECTUS
John Hancock Funds, Inc. MAY 15, 1995
101 Huntington Avenue
Boston, Massachusetts 02199-7603

CUSTODIAN A MUTUAL FUND SEEKING TO
Investors Bank & Trust Company EARN A HIGH LEVEL OF CURRENT
24 Federal Street INCOME CONSISTENT WITH PRESERVATION
Boston, Massachusetts 02110 OF CAPITAL BY INVESTING IN U.S.
GOVERNMENT SECURITIES.
TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116

INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For Service Information
For Telephone Exchange call
1-800-225-5291
For Investment-by-Phone
For Telephone Redemption 101 HUNTINGTON AVENUE
For TDD call 1-800-554-6713 BOSTON, MASSACHUSETTS 02199-7603
TELEPHONE 1-800-225-5291

T430P 5/95 (LOGO) Printed on Recycled Paper

<PAGE> 92

JOHN HANCOCK

HIGH YIELD
BOND FUND

CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 5
Organization and Management of the Fund............................................... 8
Alternative Purchase Arrangements..................................................... 9
The Fund's Expenses................................................................... 11
Dividends and Taxes................................................................... 11
Performance........................................................................... 12
How to Buy Shares..................................................................... 14
Share Price........................................................................... 16
How to Redeem Shares.................................................................. 22
Additional Services and Programs...................................................... 24
Investments, Techniques and Risk Factors.............................................. 27
Appendix A............................................................................ A-1
</TABLE>

This Prospectus sets forth the information about John Hancock High Yield Bond
Fund (the "Fund"), a diversified series of John Hancock Series, Inc. (the
"Company"), that you should know before investing. Please read and retain it for
future reference.

THE FUND INVESTS PRIMARILY (AND IS PERMITTED TO INVEST UP TO 100% OF ITS
ASSETS) IN NON-INVESTMENT GRADE DEBT SECURITIES ISSUED BY DOMESTIC ISSUERS
(COMMONLY KNOWN AS "JUNK BONDS") AND FOREIGN ISSUERS, WHICH SECURITIES (I)
ENTAIL PRICE VOLATILITY, DEFAULT AND OTHER RISKS GREATER THAN THOSE ASSOCIATED
WITH HIGHER RATED SECURITIES AND (II) MAY PRESENT PROBLEMS OF LIQUIDITY AND
VALUATION. INVESTORS SHOULD CAREFULLY CONSIDER THESE RISKS BEFORE INVESTING. SEE
"INVESTMENTS, TECHNIQUES AND RISK FACTORS."

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 93

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund for the
fiscal year ended October 31, 1994 adjusted to reflect current sales charges.
Actual fees and expenses of the Class A and Class B shares in the future may be
greater or less than those indicated.

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)......................... 4.50% None
Maximum sales charge imposed on reinvested dividends.................................................. None None
Maximum deferred sales charge......................................................................... None* 5.00%
Redemption fee+....................................................................................... None None
Exchange fee.......................................................................................... None None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management fee........................................................................................ 0.58% 0.58%
12b-1 fee**........................................................................................... 0.25% 1.00%
Other expenses***..................................................................................... 0.33% 0.33%
Total Fund operating expenses......................................................................... 1.16% 1.91%
- ------------
<FN>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of purchase.

** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.

*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.

+ Redemption by wire fee (currently $4.00) not included.

</TABLE>

<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares.............................................................. $ 56 $80 $ 106 $180
Class B Shares
-- Assuming complete redemption at end of period........................ $ 69 $90 $ 123 $204
-- Assuming no redemption............................................... $ 19 $60 $ 103 $204
</TABLE>

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

2
<PAGE> 94

THE FUND'S FINANCIAL HIGHLIGHTS

Selected data for Class A shares outstanding throughout each period is as
follows:

<TABLE>
<CAPTION>
CLASS A SHARES
----------------------------------
PERIOD FROM
YEAR ENDED JUNE 30, 1993
OCTOBER 31, TO OCTOBER 31,
1994(2) 1993(1)
----------- --------------
<S> <C> <C>
PER SHARE INCOME AND CAPITAL CHANGES FOR A SHARE OUTSTANDING DURING EACH PERIOD:
Net asset value, beginning of period...................................................... $8.23 $8.10

INCOME FROM INVESTMENT OPERATIONS
Net investment income..................................................................... 0.80 0.33
Net realized and unrealized gain (loss) on investments.................................... (0.83) 0.09
----- -----
Total from Investment Operations.......................................................... (0.03) 0.42

LESS DISTRIBUTIONS
Dividends from net investment income...................................................... (0.82) (0.29)
Distributions from realized gains......................................................... (0.05) --
----- -----
Total Distributions....................................................................... (0.87) (0.29)
----- -----
Net asset value, end of period............................................................ $7.33 $8.23
===== =====
TOTAL RETURN(3)........................................................................... (0.59)% 4.96%
===== =====
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets................................................... 1.16% 0.31%
Ratio of net investment income to average net assets...................................... 10.14% 4.38%
Portfolio turnover........................................................................ 153% 204%
Net Assets, end of period (in thousands).................................................. $11,696 $2,344

<FN>
- ---------------
(1) Financial highlights, including total return, have not been annualized.
Portfolio turnover is for the year ended October 31, 1993.
(2) Per share information has been calculated using the average number of shares
outstanding.
(3) Total return does not include the effect of the initial sales charge for
Class A Shares.

</TABLE>

3
<PAGE> 95

Selected data for Class B shares outstanding throughout each period is as
follows:

<TABLE>
<CAPTION>
CLASS B SHARES
---------------------------------------------------------------------------------------------
PERIOD
ENDED
YEAR ENDED OCTOBER 31, OCT.
--------------------------------------------------------------------------------- 31,
1994(2) 1993 1992 1991 1990 1989 1988(2) 1987(1)
-------- -------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL
CHANGES FOR A SHARE
OUTSTANDING DURING EACH
PERIOD:
Net asset value, beginning of
period........................ $ 8.23 $ 7.43 $ 7.44 $ 6.45 $ 8.14 $ 9.70 $ 9.94 $ 9.95

INCOME FROM INVESTMENT
OPERATIONS
Net investment income........... 0.74 0.80 0.87 0.98 1.09 1.16 1.07 0.01
Net realized and unrealized gain
(loss) on investments......... (0.83) 0.75 (0.04) 1.06 (1.68) (1.55) (0.14) (0.02)
-------- -------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations.................... (0.09) 1.55 0.83 2.04 (0.59) (0.39) 0.93 (0.01)
LESS DISTRIBUTIONS
Dividends from net investment
income........................ (0.76) (0.75) (0.84) (0.98) (1.09) (1.14) (1.17) --
Distributions from realized
gains......................... (0.05) -- -- -- -- -- -- --
Returns of capital.............. -- -- -- (0.07) (0.01) (0.03) -- --
-------- -------- ------- ------- ------- ------- ------- -------
Total Distributions............. (0.81) (0.75) (0.84) (1.05) (1.10) (1.17) (1.17) --
-------- -------- ------- ------- ------- ------- ------- -------
Net asset value, end of
period........................ $ 7.33 $ 8.23 $ 7.43 $ 7.44 $ 6.45 $ 8.14 $ 9.70 $ 9.94
======== ======== ======= ======= ======= ======= ======= =======
TOTAL RETURN(3)................. (1.33)% 21.76% 11.56% 34.21% (8.04)% (4.51)% 9.77% (0.10)%
======== ======== ======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net
assets........................ 1.91% 2.08% 2.25% 2.24% 2.25% 2.51% 2.76% 0.34%
Ratio of expense reimbursement
to average net assets......... -- -- -- -- (0.03)% (0.31)% (0.76)% (0.31)%
-------- -------- ------- ------- ------- ------- ------- -------
Ratio of net expenses to average
net assets.................... 1.91% 2.08% 2.25% 2.24% 2.22% 2.20% 2.00% 0.03%
-------- -------- ------- ------- ------- ------- ------- -------
Ratio of net investment income
to average net assets......... 9.39% 10.07% 11.09% 13.73% 14.59% 12.23% 10.97% 0.09%
Portfolio turnover.............. 153% 204% 206% 93% 96% 100% 60% 0%
Net Assets, end of period (in
thousands).................... $ 160,739 $ 154,214 $ 98,560 $ 72,023 $ 37,097 $ 33,964 $ 20,852 $ 110

<FN>
- ---------------
(1) Financial highlights, including total return, are for the period October 26,
1987 (date of the Fund's initial offering of shares to the public) to
October 31, 1987 and have not been annualized.
(2) Per share information has been calculated using the average number of shares
outstanding.
(3) Total return does not include the effect of the contingent deferred sales
charge for Class B Shares.

</TABLE>

4
<PAGE> 96

INVESTMENT OBJECTIVE AND POLICIES
The Fund's primary investment objective is to maximize current income without
assuming undue risk by investing in a diversified portfolio consisting primarily
of lower-rated, high yielding, fixed income securities, such as (1) domestic and
foreign corporate bonds; (2) debentures and notes; (3) convertible securities;
(4) preferred stocks; and (5) domestic and foreign government obligations. As a
secondary objective, the Fund seeks capital appreciation, but only when it is
consistent with the primary objective of maximizing current income. There is no
assurance that the Fund will achieve its investment objectives.

- -------------------------------------------------------------------------------
THE FUND SEEKS TO MAXIMIZE CURRENT INCOME
WITHOUT ASSUMING UNDUE RISK.
- -------------------------------------------------------------------------------

The higher yields sought by the Fund are generally obtainable from securities
rated in the lower categories by recognized rating services, i.e. rated lower
than "Baa" by Moody's Investors Service, Inc. ("Moody's") or "BBB" by Standard
and Poor's Ratings Group ("S&P"), or unrated securities determined by John
Hancock Advisers, Inc. (the "Adviser") to be of comparable credit quality
(commonly called "junk bonds"). While providing higher yields, these lower
quality securities generally involve greater volatility of price and greater
risk of principal and income than securities in the higher rating categories
and, accordingly, may be considered speculative. In general, these risks
include: (1) substantial market price volatility; (2) changes in credit status,
including weaker overall credit condition of issuers and risks of default; and
(3) industry, market and economic risks, including limited liquidity and
secondary market support. The risks of lower rated securities are discussed in
greater detail under "Investments, Techniques and Risk Factors" and should be
carefully considered by investors.

Under normal market conditions, at least 65% of the Fund's total assets may be
invested in bonds or debentures rated "Baa" or lower by Moody's, or "BBB" or
lower by S&P; however, no more than 10% of the Fund's total assets may be
invested in securities that are rated as low as "CC" by S&P or "Ca" by Moody's.
Unrated securities will also be considered for investment by the Fund when the
Adviser believes that the issuer's financial condition, or the protection
afforded by the terms of the securities themselves, limits the risk to the Fund
to a degree comparable to that of rated securities consistent with the Fund's
objectives and policies. The rating limitations applicable to the Fund's
investments apply at the time of acquisition of a security; any subsequent
change in the rating or quality of a security will not require the Fund to sell
the security. A general description of Moody's and S&P's ratings and the
distribution of the Fund's assets across the various ratings categories are set
forth in Appendix A.

The Fund's investments in debt securities may at times include zero coupon bonds
and payment-in-kind bonds. Zero coupon bonds are issued at a significant
discount from their principal amount in lieu of paying interest periodically.
Payment-in-kind bonds allow the issuer, at its option, to make current interest
payments on the bonds either in cash or in additional bonds. The market prices
of zero coupon and payment-in-kind bonds are affected to a greater extent by
interest rate changes, and thereby tend to be more volatile than securities
which pay interest periodically and in cash. The Fund accrues income on these
securities for tax and accounting purposes, and this income is required to be
distributed to

5
<PAGE> 97

shareholders. Because no cash is received at the time income accrues on these
securities, the Fund may be forced to liquidate other investments to make
distributions. At times when the Fund invests in zero-coupon and payment-in-kind
bonds, it will not be pursuing its primary objective of maximizing current
income.

Although the Fund intends to maintain investment emphasis in debt securities of
domestic issuers, the Fund may invest without limitation in debt securities of
foreign issuers, including those issued by supranational entities (such as the
World Bank). The Fund may also purchase debt securities issued in any country,
developed or undeveloped. Investments in securities of issuers in
non-industrialized countries generally involve more risk and may be considered
speculative. The Fund may also enter into forward foreign currency exchange
contracts for the purchase or sale of foreign currency for hedging purposes. The
risks of foreign investments should be carefully considered by investors. See
"Investments, Techniques and Risk Factors."

Included among domestic debt securities eligible for purchase by the Fund are
adjustable and variable or floating rate securities, mortgage related securities
(including stripped securities, collateralized mortgage obligations and
multi-class pass-through securities), asset-backed securities and callable
bonds. Callable bonds have a provision permitting the issuer, at its option to
"call" or redeem the bonds. If an issuer were to redeem bonds held by the Fund
during a time of declining interest rates, the Fund might not be able to
reinvest the proceeds in bonds providing the same coupon return as the bonds
redeemed.

To the extent that the Fund does not invest in the securities described above,
the Fund may:

1. invest (for liquidity purposes) in high quality, short-term debt securities
with remaining maturities of one year or less ("money market instruments"),
including government obligations, certificates of deposit, bankers'
acceptances, short-term corporate debt securities, commercial paper and
related repurchase agreements;

2. invest up to 10% of its total assets in municipal obligations, including
municipal bonds issued at a discount, in circumstances where the Adviser
determines that investing in such obligations would facilitate the Fund's
ability to accomplish its investment objectives;

3. lend its portfolio securities, enter into repurchase agreements and reverse
repurchase agreements, purchase restricted and illiquid securities and
purchase securities on a when-issued or forward commitment basis.

4. write (sell) covered call and put options and purchase call and put options
on debt securities and securities indices in an effort to increase current
income and for hedging purposes; and

5. purchase and sell interest rate futures contracts on debt securities and
securities index futures contracts, and write and purchase options on such
futures contracts for hedging purposes.

6
<PAGE> 98

During periods of unusual market conditions when the Adviser believes that
investing for temporary defensive purposes is appropriate, part or all of the
assets of the Fund may be invested in cash or cash equivalents consisting of:

1. obligations of banks (including certificates of deposit, bankers' acceptances
and repurchase agreements) with assets of $100,000,000 or more;

2. commercial paper rated within the two highest rating categories of a
nationally recognized rating organization;

3. investment grade short-term notes;

4. obligations issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities; and

5. related repurchase agreements.

As a matter of fundamental policy, the Fund will not invest more than 25% of its
total assets (taken at market value) in the securities of issuers engaged in any
one industry, except that the Fund may invest up to 40% of the value of its
total assets in the securities of issuers engaged in the electric utility and
telephone industries. The Adviser follows a policy under which it will not cause
the Fund to invest more than 25% of its total assets in the securities of
issuers engaged in the electric utility industry or the telephone industry
unless yields available for four consecutive weeks in the four highest rating
categories on new issue bonds in this industry (issue size of $50 million or
more) have averaged greater than the yields of new issue long-term industrial
bonds similarly rated (issue size of $50 million or more) and, in the opinion of
the Adviser, the relative return available from the electric utility or
telephone industry and the relative risk, marketability, quality and
availability of securities of this industry justifies such an investment.
Obligations issued or guaranteed by the U.S. Government or its agencies and
instrumentalities are not subject to the foregoing 25% limitation. In addition,
for purposes of this limitation, determinations of what constitutes an industry
are made in accordance with specific industry codes set forth in the Standard
Industrial Classification Manual and without considering groups of industries
(e.g., all utilities) to be an industry.

The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. Those restrictions designated as fundamental may
not be changed without shareholder approval. The Fund's investment objectives
and investment policies (except for its policy on concentration) are
nonfundamental, which means that they may be changed by the Board of Directors
without shareholder approval. However, the Fund's investment objectives may not
be changed without 30 days' prior written notice first having been given to
shareholders. If there is a change in the Fund's investment objectives, you
should consider whether the Fund remains an appropriate investment in light of
your current financial position and needs. Notwithstanding the Fund's
fundamental investment restriction prohibiting investments in other investment
companies, the Fund may, pursuant to an order granted by the SEC, invest in
other investment companies in connection with a deferred compensation plan for
the non-interested Trustees of the John Hancock funds.

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

THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.

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

7
<PAGE> 99

RISK FACTORS. An investment in the Fund is intended for long-term investors who
can accept the risks associated with investing primarily in lower rated
fixed-income securities. The Fund's investments will be subject to market
fluctuation and other risks inherent in all securities. The yield, return and
price volatility of the Fund depend on the type and quality of its investments
as well as market and other factors. In addition, the Fund's potential
investments and management techniques may entail specific risks. For additional
information about risks associated with an investment in the Fund, see
"Investments, Techniques and Risk Factors."

The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Board of Directors, the Adviser may place securities transactions with
brokers affiliated with the Adviser. The brokers include Tucker Anthony
Incorporated, Sutro and Company, Inc. and John Hancock Distributors, Inc., which
are indirectly owned by the John Hancock Mutual Life Insurance Company (the
"Life Company"), which in turn indirectly owns the Adviser. Fixed-income
securities are generally purchased and sold in transactions directly with
dealers acting as principal and involve a "spread" rather than a commission.

ORGANIZATION AND MANAGEMENT OF THE FUND

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

THE BOARD OF DIRECTORS ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
DIRECTORS' POLICIES AND SUPERVISION.

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

JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING A TOTAL ASSET
VALUE OF MORE THAN $13 BILLION.

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

8
<PAGE> 100

All investment decisions are made by the Adviser's fixed-income portfolio
management team and no single person is primarily responsible for making
recommendations to the team.

- -------------------------------------------------------------------------------
AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
CHOOSE THE METHOD OF PAYMENT THAT IS BEST
FOR YOU.
- -------------------------------------------------------------------------------
CLASS A SHARES. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."

9
<PAGE> 101

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

10
<PAGE> 102

THE FUND'S EXPENSES

For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser at the following annual rates of the Fund's average daily net
assets: 0.625% on the first $75 million of assets, 0.5625% on the next $75
million of assets and 0.50% on assets over $150 million. During the Fund's most
recent fiscal year, the advisory fee was 0.58% of the Fund's average daily net
assets.

The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. Up to 0.25% for Class A shares and Class B shares is for
service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.

- -------------------------------------------------------------------------------
THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES RELATED
SHAREHOLDER SERVICING.
- -------------------------------------------------------------------------------

In the event John Hancock Funds is not fully reimbursed for payments made or
expenses incurred by it under the Class A Plan, these expenses will not be
carried beyond one year from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses. For the fiscal year ended October 31,
1994, an aggregate of $6,398,026 of distribution expenses or 4.02% 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.

Information on the Fund's total expenses is in the Financial Highlights section
of this Prospectus.

DIVIDENDS AND TAXES

DIVIDENDS. The Fund generally declares daily and distributes monthly dividends
representing all or substantially all net investment income. The Fund will
distribute net short-term and long-term capital gains, if any, at least
annually.

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

THE FUND GENERALLY DECLARES DAILY AND
DISTRIBUTES MONTHLY DIVIDENDS.

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

11
<PAGE> 103

TAXATION. Dividends from the Fund's net investment income, certain net foreign
exchange gains and net short-term capital gains are taxable to you as ordinary
income. Dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. These dividends are taxable whether received in cash or
reinvested in additional shares. Certain dividends may be paid in January of a
given year but may be taxable as if you received them the previous December.

The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code.

When you redeem (sell) or exchange shares, you may realize a taxable gain or
loss.

The Fund anticipates that it will be subject to foreign withholding taxes or
other foreign taxes on income (possibly including capital gains) on certain
foreign investments, which will reduce the yield or return from those
investments. The Fund expects that it usually will not qualify to pass such
taxes and any associated deductions or credits through to its shareholders.

In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. A state income (and possibly local income and/or
intangible property) tax exemption is generally available to the extent the
Fund's distributions are derived from interest on (or, in the case of
intangibles taxes, the value of its assets is attributable to) certain U.S.
Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. You
should consult your tax adviser for specific advice.

PERFORMANCE

- -------------------------------------------------------------------------------
THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
RETURN.
- -------------------------------------------------------------------------------

12
<PAGE> 104
purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.

The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided by the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.

Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations, and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."

13
<PAGE> 105

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
</TABLE>

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

<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation, P.O. Box 9115, Boston, MA, 02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock High Yield Bond Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
PROGRAM 2. The amount you elect to invest will be automatically withdrawn
(MAAP) from your bank or credit union account.
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES
- -------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>

14
<PAGE> 106

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

<TABLE>
<S> <C> <C> <C> <C>
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of shares you own, your account
number and the name(s) in which the account is registered.
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock High Yield Bond Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>

15
<PAGE> 107

SHARE PRICE

The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Board of Directors. Short-term debt
investments maturing within 60 days are valued at amortized cost, which the
Board of Directors has determined approximates market value. Foreign securities
are valued on the basis of quotations from the primary market in which they are
traded, and are translated from the local currency into U.S. dollars using
current exchange rates. If quotations are not readily available or the values
have been materially affected by events occurring after the closing of a foreign
market, assets are valued by a method that the Board believes accurately
reflects fair value. The NAV is calculated once daily as of the close of regular
trading on the New York Stock Exchange (the "Exchange") (generally at 4:00 P.M.,
New York time) on each day that the Exchange is open.

INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
AMOUNT INVESTED SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
(INCLUDING SALES A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
CHARGE) OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
- --------------------------------------- --------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $100,000...... 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999.... 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999.... 2.75% 2.83% 2.30% 2.06%
$500,000 to $999,999.... 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over..... 0.00%(**) 0.00(**) (***) 0.00(***)
</TABLE>

(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales
charge. In addition to the reallowance allowed to all Selling Brokers,
John Hancock Funds will pay the following: round trip airfare to a resort
will be offered to each registered representative of a Selling Broker (if
the Selling Broker has agreed to participate) who sells certain amounts of
shares of John Hancock funds. A Selling Broker to whom substantially the
entire sales charge is reallowed or who receives these incentives may be
deemed to be an underwriter under the Securities Act of 1933. John Hancock
Funds will make these incentive payments out of its own resources. Other
than distribution and service fees, the Fund does not bear distribution
expenses.

16
<PAGE> 108

(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.

Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.

In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.

Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."

<TABLE>
<CAPTION>
AMOUNT INVESTED CDSC RATE
---------------- ---------
<S> <C>
$1 million to $4,999,999...................................................... 1.00%
Next $5 million to $9,999,999................................................. 0.50%
Amounts of $10 million and over............................................... 0.25%
</TABLE>

Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994 and participant-directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge, but 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 above rate.

17
<PAGE> 109

price, including any distributions which have been reinvested in additional
Class A shares.

QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:

1. Your current purchase of Class A shares of the Fund.

2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and

3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."

EXAMPLE:

If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:

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

CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.

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

18
<PAGE> 110

- - A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds if it is
purchasing $1 million or more for non-discretionary customers or accounts.*
- - A broker, dealer or registered investment adviser that has entered into an
agreement with John Hancock Funds providing specifically for the use of Fund
shares in fee-based investment products made available to their clients.
- - A former participant in an employee benefit plan with John Hancock Funds, when
he/she withdraws from his/her plan and transfers any or all of his/her plan
distributions directly to the Fund.

- ------------------
* For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.

In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.

EXAMPLE:

<TABLE>
<S> <C> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
$2) -80
-----
- - Amount subject to CDSC $ 400
</TABLE>

19
<PAGE> 111

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.

<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
- ----------------------- -----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>

- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.

20
<PAGE> 112

the Code and deferred compensation plans under Section 457 of the Code. The
waiver also applies to certain returns of excess contributions made to these
plans. In all cases, the distributions must be free from penalty under the
Code.
- - Redemptions due to death or disability.
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $500 invested in the Fund.
- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.
- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.

CONVERSION OF CLASS B SHARES. Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after the shares were purchased, and will result in lower annual distribution
fees. If you exchanged Class B shares into the Fund from another John Hancock
fund, the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.

21
<PAGE> 113

You may redeem up to $100,000 by telephone, but the address on
the account must not have changed for the last thirty days. A
check will be mailed to the exact name(s) and address shown on
the account.

If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized
or fraudulent telephone instructions. In all other cases, neither
the Fund nor Investor Services will be liable for any loss or
expense for acting upon telephone instructions made in accordance
with the telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that are in
certificated form.

During periods of extreme economic conditions or market changes,
telephone requests may be difficult to implement due to a large
volume of calls. During these times, you should consider placing
redemption requests in writing or use EASI-Line. EASI-Line's
telephone number is 1-800-338-8080.
- ---------------------------------------------------------------------------------
BY WIRE If you have a telephone redemption form on file with the Fund,
redemption proceeds of $1,000 or more can be wired on the next
business day to your designated bank account, and a fee
(currently $4.00) will be deducted. You may also use electronic
funds transfer to your assigned bank account, and the funds are
usually collectible after two business days. Your bank may or may
not charge a fee for this service. Redemptions of less than
$1,000 will be sent by check or electronic funds transfer.

This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
included with this Prospectus.
- ---------------------------------------------------------------------------------
</TABLE>

22
<PAGE> 114

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

<TABLE>
<S> <C> <C>
IN WRITING Send a stock power or "letter of instruction" specifying the name
of the Fund, the dollar amount or the number of shares to be
redeemed, your name, class of shares, your account number and the
additional requirements listed below that apply to your
particular account.
- ---------------------------------------------------------------------------------
</TABLE>

Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.

<TABLE>
<S> <C>
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less,
John Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a
securities broker or dealer, including a government or municipal securities
broker or dealer, that is a member of a clearing corporation or meets certain
net capital requirements; (iii) a credit union having authority to issue
signature guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v)
a national securities exchange, a registered securities exchange or a clearing
agency.
</TABLE>

- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------

<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
</TABLE>

<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account
which, holds less than $500 (except accounts under retirement plans) and to
mail the proceeds to the shareholder, or the transfer agent may impose an
annual fee of $10.00. No account will be involuntarily redeemed or additional
fee imposed, if the value of the account is in excess of the Fund's minimum
initial investment or if the value of the account falls below the required
minimum as a result of market action. No CDSC will be imposed on involuntary
redemptions of shares.

23
<PAGE> 115

ADDITIONAL SERVICES AND PROGRAMS

EXCHANGE PRIVILEGE

An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.

When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.

24
<PAGE> 116

restrictions that do not apply to exchanges requested by shareholders directly,
as described above.

BY TELEPHONE

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.

IN WRITING

1. In a letter, request an exchange and list the following:
-- the name and class of the Fund whose shares you currently own
-- your account number
-- the name(s) in which the account is registered
-- the name of the fund in which you wish your exchange to be invested
-- the number of shares, all shares or dollar amount you wish to exchange

Sign your request exactly as the account is registered.

2. Mail the request and information to:

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

25
<PAGE> 117

REINVESTMENT PRIVILEGE

- -------------------------------------------------------------------------------
IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN THE FUND OR ANOTHER JOHN
HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
SALES CHARGE.
- -------------------------------------------------------------------------------

2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.

3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.

SYSTEMATIC WITHDRAWAL PLAN

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.

4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.

6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)

26
<PAGE> 118

2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.

4. There is no charge to you for this program, and there is no cost to the Fund.

5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.

GROUP INVESTMENT PROGRAM

2. The initial aggregate investment of all participants in the group must be at
least $250.

3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.

RETIREMENT PLANS

INVESTMENTS, TECHNIQUES AND RISK FACTORS

LOWER RATED SECURITIES. Debt obligations that are 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 market price and liquidity of lower rated fixed income securities generally
respond to short-term corporate and market developments to a greater extent than
the price and liquidity of higher rated securities, because these developments
are perceived to have a more direct relationship to the ability of an issuer of
lower rated securities to meet its ongoing debt obligations.

27
<PAGE> 119

Reduced volume and liquidity in the high yield high risk bond market or the
reduced availability of market quotations may 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 high risk bonds. In addition, the Fund's
investments in high yield high risk securities may be susceptible to adverse
publicity and investor perceptions, whether or not justified by fundamental
factors. The Fund's investments, and consequently its net asset value, will be
subject to the market fluctuations and risk inherent in all securities.

28
<PAGE> 120

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 custodian
or other arrangements before making certain investments in these countries.
Securities of issuers located in these countries may have limited marketability
and may be subject to more abrupt or erratic price movements.

Certain realized gains or losses on the sale of international bonds and debt
held by the Fund, to the extent attributable to fluctuations in foreign currency
exchange rates, as well as certain other gains or losses attributable to
exchange rate fluctuations, may be treated as ordinary income or loss. Such
income or loss may increase or decrease (or possibly eliminate) the Fund's
income available for distribution to shareholders.

FOREIGN CURRENCY TRANSACTIONS. The Fund may purchase securities quoted or
denominated in foreign currencies. The value of investments in these securities
and the value of dividends and interest earned may be significantly affected by
changes in currency exchange rates. Some foreign currency values may be
volatile, and there is the possibility of governmental controls on currency
exchange or governmental intervention in currency markets, which could adversely
affect the Fund. As a result, the Fund may enter into forward foreign currency
exchange contracts to protect against changes in foreign currency exchange
rates. The Fund will not speculate in foreign currencies or in forward foreign
currency exchange contracts, but will enter into these transactions only in
connection with its hedging strategies. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date at a price set at the time of the contract. Although certain
strategies could minimize the risk of loss due to a decline in the value of the
hedged foreign currency, they could also limit any potential gain which might
result from an increase in the value of the currency. See the Statement of
Additional Information for further discussion of the uses and risks of forward
foreign currency exchange contracts.

MORTGAGE-BACKED SECURITIES. The Fund may invest in mortgage-backed securities,
including real estate mortgage investment conduits (REMICs), collateralized
mortgage obligations (CMOs) and multi-class pass-through securities. A
mortgage-backed security may be an obligation of the issuer backed by a mortgage
or pool of mortgages or a direct interest in an underlying pool of mortgages.
Some mortgage-backed securities, such as CMOs, make payments of both principal
and interest at a variety of intervals; others make semiannual interest payments
at a predetermined rate and repay principal at maturity (like a typical bond).
Mortgage-backed securities may have less potential for capital appreciation than
comparable fixed-income securities, due to the likelihood of increased
prepayments of mortgages as interest rates decline. If the Fund buys
mortgage-backed securities at a premium, mortgage foreclosures and prepayments
of principal by mortgagors

29
<PAGE> 121

(which may be made at any time without penalty) may result in some loss of the
Fund's principal investment to the extent of the premium paid.

The value of mortgage-backed securities may also change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Non-government mortgage-backed securities are not considered
U.S. Government securities for purposes of the investment policies of the Fund.
Non-government CMOs, REMICs and multi-class pass-through securities may be
purchased only if they are rated at the time of purchase in the two highest
grades by either Moody's or S&P.

"Stripped" mortgage-backed securities are created when a U.S. Government agency
or a financial institution separates the interest and principal components of a
mortgage-backed security and sells them as individual securities. The holder of
the "principal-only" security ("PO") receives the principal payments made by the
underlying mortgage-backed security, while the holder of the "interest-only"
security ("IO") receives interest payments from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly affected
by changes in interest rates. As interest rates fall, prepayment rates tend to
increase, which tends to reduce prices of IOs and increase prices of POs. Rising
interest rates can have the opposite effect. Although the market for such
securities is increasingly liquid, the Adviser may, in accordance with
guidelines adopted by the Board of Directors, determine that certain stripped
mortgage-backed securities issued by the U.S. Government, its agencies or
instrumentalities are not readily marketable. If so, these securities, together
with privately-issued stripped mortgage-backed securities, will be considered
illiquid for purposes of the Fund's limitation of investments in illiquid
securities.

ZERO COUPON BONDS. Zero coupon Treasury securities are (i) U.S. Treasury bills,
and both notes and bonds which have been stripped of their unmatured interest
coupons and receipts or (ii) certificates representing interests in such
stripped obligations. A zero coupon security pays no interest in cash to its
holder during its life although interest is accrued for Federal income tax
purposes. Its value to an investor consists of the difference between its face
value at the time of maturity and the price for which it was acquired, which is
generally an amount significantly less than its face value (sometimes referred
to as a "deep discount" price). Investing in "zero coupon" Treasury securities
may help to preserve capital during periods of declining interest rates. For
example, if interest rates decline, Ginnie Mae certificates owned by the Fund
which were purchased at greater than par are more likely to be prepaid, which
would cause a loss of principal. In anticipation of this, the Fund might
purchase zero coupon Treasury securities, the value of which would be expected
to increase when interest rates decline. Zero coupon Treasury

30
<PAGE> 122

securities do not entitle the holder to any periodic payments of interest prior
to maturity. Accordingly, such securities usually trade at a deep discount from
their face or par value and will be subject to greater fluctuations of market
value in response to changing interest rates than debt obligations of comparable
maturities which make periodic distributions of interest. On the other hand,
because there are no periodic interest payments to be reinvested prior to
maturity, zero coupon securities eliminate the reinvestment risk and lock in a
rate of return to maturity. Current Federal tax law requires that a holder (such
as the Fund) of a zero coupon security accrue a portion of the discount at which
the security was purchased as income each year even though the Fund received no
interest payment in cash on the security during the year. The Fund must
distribute all or substantially all of its income for each taxable year,
including this accrued income, in order to satisfy certain requirements of the
Code and may be required to sell securities under disadvantageous circumstances
or leverage itself to obtain the cash necessary for this purpose.

ASSET-BACKED SECURITIES. The Fund may invest in securities that represent
individual interests in pools of consumer loans and trade receivables similar in
structure to mortgage-backed securities. The assets are securitized either in a
pass-through structure (similar to a mortgage pass-through structure) or in a
pay-through structure (similar to a CMO structure). Although the collateral
supporting asset-backed securities generally is of a shorter maturity than
mortgage loans and historically has been less likely to experience substantial
prepayments, no assurance can be given as to the actual maturity of an
asset-backed security because prepayments of principal may be made at any time.
Payments of principal and interest typically are supported by some form of
credit enhancement, such as a letter of credit, surety bond, limited guarantee
by another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security held by the Fund has been
exhausted, and if any required payments of principal and interest are not made
with respect to the underlying loans, the Fund may experience losses or delays
in receiving payment.

Asset-backed securities entail certain risks not presented by mortgage-backed
securities. Asset-backed securities do not have the benefit of the same type of
security interest in the related collateral. Credit card receivables are
generally unsecured and a number of state and Federal consumer credit laws give
debtors the right to set off certain amounts owed on the credit cards, thereby
reducing the outstanding balance. In the case of automobile receivables, there
is a risk that the holders may not have either a proper or first security
interest in all of the obligations backing such receivables due to the large
number of vehicles involved in typical issuance, and technical requirements
under state laws. Therefore, recoveries on repossessed collateral may not always
be available to support payments on these securities. For a further discussion
of the risks of investing in asset-backed securities, see the Statement of
Additional Information. The Fund will invest in asset-backed securities only if
they are rated at the time of purchase in the two highest grades by a
nationally-recognized rating agency.

31
<PAGE> 123

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its net
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, restricted securities and securities that are not readily
marketable. The Fund's investments in restricted securities eligible for resale
to certain institutional investors pursuant to Rule 144A under the Securities
Act of 1933 are subject to the foregoing limitation.

LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33% of its total assets taken at current value or may
enter into repurchase agreements. In a repurchase agreement, the Fund buys a
security subject to the right and obligation to sell it back to the counterparty
at the same price plus accrued interest. These transactions must be fully
collateralized at all times. The Fund may reinvest any cash collateral in
short-term, liquid debt securities. However, these transactions may involve some
credit risk to the Fund if the other party should default on its obligation and
the Fund is delayed in or prevented from recovering the collateral. Securities
loaned by the Fund will remain subject to fluctuations of market value.

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements, which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
of reverse repurchase agreements to purchase other investments. Reverse
repurchase agreements are considered to be borrowings by the Fund and as an
investment practice may be considered speculative. The Fund will enter into a
reverse repurchase agreement only when the Adviser determines that the interest
income to be earned from the investment of the proceeds is greater than the
interest expense of the transaction. To minimize various risks associated with
reverse repurchase agreements, the Fund will establish and maintain with the
Custodian a separate account consisting of cash or liquid, high grade debt
securities in an amount at least equal to the repurchase prices of the
securities (plus any accrued interest thereon) under such agreements. In
addition, the Fund's investment restrictions provide that the Fund will not
enter into reverse repurchase agreements exceeding, in the aggregate, 33 1/3% of
the value of its total assets (including for this purpose other borrowings of
the Fund). The Fund will enter into reverse repurchase agreements only with
selected registered broker/dealers or with federally insured banks or savings
and loan associations which are approved in advance as being creditworthy by the
Board of Directors. Under procedures established by the Board of Directors, the
Adviser will monitor the creditworthiness of the firms involved.

32
<PAGE> 124

transactions to the Fund, the net asset value of the Fund would fall faster than
would otherwise be the case.

WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Fund may purchase securities
on a forward or "when-issued" basis and may purchase or sell securities on a
forward commitment basis to hedge against anticipated changes in interest rates
and prices. When the Fund engages in such transactions, it relies on the seller
or the buyer, as the case may be, to consummate the transaction. Failure to
consummate the transaction may result in the Fund's losing the opportunity to
obtain an advantageous price and yield. If the Fund chooses to dispose of the
right to acquire a when-issued security prior to its acquisition or dispose of
its right to deliver or receive against a forward commitment, it can incur a
gain or a loss.

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. Short term trading may have the effect of
increasing portfolio turnover, may increase net short-term capital gains,
distributions from which would be taxable to shareholders as ordinary income and
may under certain circumstances make it more difficult for the Fund to qualify
as a regulated investment company under the Code. The Fund does not intend to
invest for the purpose of seeking short-term profits. The Fund's portfolio
securities may be changed, however, without regard to the holding period of
these securities (subject to certain tax restrictions), when the Adviser deems
that this action will help achieve the Fund's objective given a change in an
issuer's operations or changes in general market conditions. A rate of turnover
of 100% would occur if the value of the lesser of purchases and sales of
portfolio securities for a particular year equaled the average monthly value of
portfolio securities owned during the year (excluding short-term securities). A
high rate of portfolio turnover (100% or more) involves a correspondingly
greater amount of brokerage commissions and other costs which must be borne
directly by the Fund and thus indirectly by its shareholders. The Fund's
portfolio turnover rate is set forth in the table under the caption "The Fund's
Financial Highlights."

OPTIONS AND FUTURES TRANSACTIONS. The Fund may buy and sell options contracts
on debt securities and securities indices, interest rate and securities index
futures contracts and options on such futures contracts. The Fund may also write
straddles, which are combinations of put and call options on the same security.
Options and futures contracts are bought and sold to manage the Fund's exposure
to changing interest rates and security prices. Some options and futures
strategies, including selling futures, buying puts and writing calls, tend to
hedge the Fund's investments against price fluctuations. Other strategies,
including buying futures, writing puts, and buying calls, tend to increase
market exposure. Options and futures may be combined with each other or with
forward contracts in order to adjust the risk and return characteristics of the
overall strategy. All of the Fund's futures contracts and options on futures
contracts will be traded on a U.S. commodity exchange or board of trade. The
Fund's transactions in options and futures contracts may be limited by the
requirements of the Code for qualification as a regulated investment company.
See the Statement of Additional Information

33
<PAGE> 125

for further discussion of options and futures transactions, including tax
effects and investment risks.

RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE
INSTRUMENTS. Options and futures contracts are generally considered to be
"derivative" instruments because they derive their value from the performance of
an underlying asset, index or other economic benchmark. Certain mortgage-backed
securities and indexed securities in which the Fund may invest also are
considered to be derivative instruments. The risks associated with the Fund's
transactions in options, futures and other derivative instruments may include
some or all of the following:

Correlation Risk. A Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.

Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.

34
<PAGE> 126

APPENDIX A

DESCRIPTION OF BOND RATINGS AND FUND'S ASSET COMPOSITION

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.

Caa: 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.

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

A-1
<PAGE> 127

STANDARD & POOR'S RATINGS GROUP

AAA: Debt rated AAA has the highest level 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 effect 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, CCC, CC: Debt rated BB, B, CCC and CC 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.

QUALITY DISTRIBUTION

During the fiscal year ended October 31, 1994, the percentages of the Fund's
assets invested in securities rated in particular rating categories by Moody's
(or, if not by Moody's, by S&P) were, on a weighted average basis, as follows*:

<TABLE>
<CAPTION>
PERCENTAGE OF
MOODY'S (OR S&P) RATINGS TOTAL INVESTMENTS
------------------------ -----------------
<S> <C>
Ba........................................................................... 9.58%
(BB+, BB, BB-)............................................................. 0.25%
B............................................................................ 52.96%
(B+, B, B-)................................................................ 5.00%
Caa.......................................................................... 19.56%
(CCC+, CCC, CCC-).......................................................... 1.50%
Ca........................................................................... 0.11%
Not Rated**.................................................................. 11.04%**
------
Total........................................................................ 100.00%
======

<FN>
- ---------------
* Based on average of month end portfolio holdings during fiscal year ended
10/31/94. Asset composition does not represent actual holdings on 10/31/94
nor does it imply that the overall quality of portfolio holdings is fixed.
** Of this amount, the following percentages of the Fund's assets represent
quality standards attributed by the Adviser to such non-rated securities at
the time of purchase: 8.56%, B; and 2.48%, Caa.

</TABLE>

A-2
<PAGE> 128

(NOTES)

<PAGE> 129

(NOTES)

<PAGE> 130

(NOTES)

<PAGE> 131

JOHN HANCOCK
JOHN HANCOCK
HIGH YIELD BOND FUND
HIGH YIELD
BOND FUND
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
CLASS A AND CLASS B SHARES
PRINCIPAL DISTRIBUTOR PROSPECTUS
John Hancock Funds, Inc. MAY 15, 1995
101 Huntington Avenue
Boston, Massachusetts 02199-7603

A MUTUAL FUND SEEKING TO
MAXIMIZE CURRENT INCOME
WITHOUT ASSUMING UNDUE
RISK.
CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110

TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116

INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone
101 HUNTINGTON AVENUE
For Telephone Redemption BOSTON, MASSACHUSETTS 02199-7603
TELEPHONE 1-800-225-5291
For TDD call 1-800-554-6713

T450P 5/95 (LOGO)
Printed on Recycled Paper
<PAGE> 132

JOHN HANCOCK

HIGH YIELD
TAX-FREE FUND

CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 5
Organization and Management of the Fund............................................... 8
Alternative Purchase Arrangements..................................................... 8
The Fund's Expenses................................................................... 10
Dividends and Taxes................................................................... 11
Performance........................................................................... 12
How to Buy Shares..................................................................... 14
Share Price........................................................................... 15
How to Redeem Shares.................................................................. 21
Additional Services and Programs...................................................... 23
Investments, Techniques and Risk Factors.............................................. 26
Appendix A............................................................................ A-1
Appendix B............................................................................ B-1
</TABLE>

This Prospectus sets forth the information about John Hancock High Yield
Tax-Free Fund (the "Fund"), a diversified series of John Hancock Series, Inc.
(the "Company"), that you should know before investing. Please read and retain
it for future reference.

THE FUND MAY INVEST PRIMARILY (AND IS PERMITTED TO INVEST UP TO 100% OF ITS
ASSETS) IN LOWER RATED (I.E., BELOW INVESTMENT GRADE) OR UNRATED (AND DETERMINED
TO BE NON-INVESTMENT GRADE) MUNICIPAL OBLIGATIONS COMMONLY KNOWN AS "JUNK BONDS"
WHICH ENTAIL PRICE VOLATILITY, DEFAULT AND OTHER RISKS GREATER THAN THOSE
ASSOCIATED WITH HIGHER RATED/HIGHER QUALITY SECURITIES. INVESTORS SHOULD
CAREFULLY CONSIDER THESE RISKS BEFORE INVESTING. SEE "INVESTMENTS, TECHNIQUES
AND RISK FACTORS."

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 133

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund for the
fiscal year ended October 31, 1994 adjusted to reflect current sales charges.
Actual fees and expenses of Class A and Class B shares in the future may be
greater or less than those indicated.

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)....................... 4.50% None
Maximum sales charge imposed on reinvested dividends................................................ None None
Maximum deferred sales charge....................................................................... None* 5.00%
Redemption fee+..................................................................................... None None
Exchange fee........................................................................................ None None

* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of purchase.

** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.

*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.

+ Redemption by wire fee (currently $4.00) not included.
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................... $56 $78 $103 $173
Class B Shares
-- Assuming complete redemption at end of period......................... $69 $88 $120 $197
-- Assuming no redemption................................................ $19 $58 $100 $197
</TABLE>

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

2
<PAGE> 134

THE FUND'S FINANCIAL HIGHLIGHTS

Selected data for Class A shares outstanding throughout each period is as
follows:

<TABLE>
<CAPTION>
CLASS A SHARES
------------------
PERIOD FROM
DECEMBER 31, 1993
TO OCT. 31,
1994(2)
------------------
<S> <C>
Per share income and capital changes for a Class A Share outstanding during the period:

Net asset value, beginning of period...................................................................... $ 9.85

INCOME FROM INVESTMENT OPERATIONS
Net investment income..................................................................................... 0.48
Net realized and unrealized loss on investments........................................................... (0.94)
-------
Total from Investment Operations.......................................................................... (0.46)

LESS DISTRIBUTIONS
Dividends from net investment income...................................................................... (0.48)
Dividends in excess of net investment income.............................................................. (0.09)
-------
Total Distributions....................................................................................... (0.57)
-------
Net asset value, end of period............................................................................ $ 8.82
=======
TOTAL RETURN(1)........................................................................................... (4.82)%
=======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets................................................................... 0.96%
Ratio of net investment income to average net assets...................................................... 5.08%
Portfolio turnover........................................................................................ 62%
Net Assets, end of period (in thousands).................................................................. $15,401

<FN>
- ---------------

(1) Total return does not include the effect of the initial sales charge for
Class A Shares nor the contingent deferred sales charge for Class B Shares.

(2) Financial highlights, including total return, have not been annualized. Per
share information has been calculated using the average number of shares
outstanding. Portfolio turnover is for the year ended October 31, 1994.

</TABLE>

3
<PAGE> 135

Selected data for Class B shares outstanding throughout each period is as
follows:

<TABLE>
<CAPTION>
CLASS B SHARES
-------------------------------------------------------------------------------------------------
PERIODS ENDED
YEAR ENDED OCTOBER 31, -------------------------
--------------------------------------------------------------------- OCTOBER 31, APRIL 30,
1994 1993 1992 1991 1990 1989 1988 1987(1)(4) 1987(2)(4)
-------- -------- ------- ------- ------- ------- ------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a Class B Share
outstanding during each
period:
Net asset value, beginning
of period.................. $9.98 $9.39 $9.31 $9.07 $9.29 $9.25 $8.62 $9.49 $10.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income....... 0.48 0.53 0.55 0.54 0.55 0.55 0.62 0.37 0.53
Net realized and unrealized
gain (loss) on
investments................ (0.90) 0.72 0.17 0.34 (0.14) 0.13 0.70 (0.87 ) (0.51 )
-------- -------- ------- ------- ------- ------- ------- ------ ----------
Total from Investment
Operations................. (0.42) 1.25 0.72 0.88 0.41 0.68 1.32 (0.50) 0.02
LESS DISTRIBUTIONS
Dividends from net
investment income.......... (0.48) (0.56) (0.55) (0.54) (0.55) (0.51) (0.66) (0.37) (0.53)
Dividends in excess of net
investment income.......... (0.07) -- -- -- -- -- -- -- --
Distributions from realized
gains...................... (0.19) (0.10) (0.09) -- -- -- (0.03) -- --
Returns of capital.......... -- -- -- (0.10) (0.08) (0.13) -- -- --
-------- -------- ------- ------- ------- ------- ------- ------ ----------
Total Distributions......... (0.74) (0.66) (0.64) (0.64) (0.63) (0.64) (0.69) (0.37) (0.53)
-------- -------- ------- ------- ------- ------- ------- ------ ----------
Net asset value, end of
period..................... $8.82 $9.98 $9.39 $9.31 $9.07 $9.29 $9.25 $8.62 $9.49
========= ========= ======== ======== ======== ======== ======== ============= ============
TOTAL RETURN(3)............. (4.44)% 13.69% 7.89% 10.07% 4.60% 7.54% 15.88% (5.13)% 0.12%
========= ========= ======== ======== ======== ======== ======== ============= ============
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average
net assets................. 1.85% 2.06% 2.17% 2.36% 2.20% 2.32% 2.05% 0.82% 1.07%
Ratio of expense
reimbursement to average
net assets................. -- -- -- -- -- -- -- (0.21)% (0.51)%
-------- -------- ------- ------- ------- ------- ------- ------ ----------
Ratio of net expenses to
average net assets......... 1.85% 2.06% 2.17% 2.36% 2.20% 2.32% 2.05% 0.61% 0.56%
========= ========= ======== ======== ======== ======== ======== ============= ============
Ratio of net investment
income to average net
assets..................... 5.36% 5.23% 5.78% 5.61% 5.96% 5.79% 6.66% 4.05% 4.96%
Portfolio turnover.......... 62% 100% 40% 83% 41% 29% 82% 42% 153%
Net Assets, end of period
(in thousands)............. $151,069 $113,442 $65,933 $51,467 $35,820 $29,841 $24,278 $ 15,026 $ 15,753
</TABLE>

- ---------------
[FN]
(1) Financial highlights, including total return, are for the period from May 1,
1987 (date of Fund's initial offering of shares to the public as a Portfolio
of the Company) to October 31, 1987 and have not been annualized.

(2) Financial highlights, including total return, are for the period from August
25, 1986 (date of Fund's initial offering of shares to the public) to April
30, 1987 and have not been annualized.

(3) Total return does not include the effect of the initial sales charge for
Class A Shares nor the contingent deferred sales charge for Class B Shares.

(4) Financial highlights, including total return, have not been annualized. Per
share information has been calculated using the average number of shares
outstanding. Portfolio turnover is for the year ended October 31, 1994.

4
<PAGE> 136

INVESTMENT OBJECTIVE AND POLICIES

The Fund's primary investment objective is to obtain a high level of current
income that is largely exempt from federal income taxes and is consistent with
the preservation of capital. The Fund pursues this objective by normally
investing substantially all of its assets in medium and lower quality
obligations, including bonds, notes and commercial paper, issued by or on behalf
of states, territories and possessions of the United States, the District of
Columbia and their political subdivisions, agencies or instrumentalities, the
interest on which is exempt from federal income tax ("tax-exempt securities").
The Fund seeks as its secondary objective preservation of capital by purchasing
and selling interest rate futures contracts ("financial futures") and tax-exempt
bond index futures contracts ("index futures"), and by purchasing and writing
put and call options on debt securities, financial futures, tax-exempt bond
indices and index futures to hedge against changes in the general level of
interest rates.

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

THE FUND SEEKS TO OBTAIN A HIGH LEVEL OF
CURRENT INCOME THAT IS LARGELY EXEMPT FROM
FEDERAL INCOME TAXES AND IS CONSISTENT
WITH THE PRESERVATION OF CAPITAL.

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

As a fundamental policy, the Fund invests, in normal circumstances, at least 80%
of its total assets in municipal bonds ("Municipal Bonds") rated, at the time of
purchase, "A", "Baa" or "Ba" by Moody's Investor Services, Inc. ("Moody's"); or
"A", "BBB" or "BB" by Standard and Poor's Ratings Group ("S&P"); or, if unrated,
that are of comparable quality as determined by John Hancock Advisers, Inc. (the
"Adviser"). Municipal Bonds rated lower than "Ba" or "BB" may be bought by the
Fund. However, the Fund will limit its investments in such securities to not
more than 5% of its total assets at the time of purchase. The Fund may invest in
Municipal Bonds with ratings as low as "CC" by S&P or "Ca" by Moody's, but will
invest in securities rated lower than "Ba" or "BB" only where, in the opinion of
the Adviser, the rating does not accurately reflect the true quality of the
credit of the issuer and the quality of such securities is comparable to that of
securities rated at least "Ba" or "BB". The rating limitations applicable to the
Fund's investments apply at the time of acquisition of a security; any
subsequent change in the rating or quality of a security will not require the
Fund to sell the security. A general description of Moody's and S&P's ratings
and the distribution of the Fund's assets across the various rating categories
are set forth in Appendix B.

Municipal Bonds rated lower than Baa or BBB by Moody's or S&P, respectively, and
unrated Municipal Bonds of comparable quality (commonly called "junk bonds")
generally have larger price fluctuations and involve increased risks to the
principal and interest than do higher rated securities. Many of these securities
are considered to be speculative investments. In general, these risks include:
(1) substantial market price volatility; (2) changes in credit status, including
weaker overall credit condition of issuers and risks of default; and (3)
industry, market and economic risks, including limited liquidity and secondary
market support. The risks of lower rated and unrated securities are discussed in
greater detail under "Investments, Techniques and Risk Factors" and should be
carefully considered by investors.

"Tax-exempt securities" are debt obligations generally issued by or on behalf of
states, territories and possessions of the United States, the District of
Columbia

5
<PAGE> 137

and their political subdivisions, agencies or instrumentalities the interest on
which, in the opinion of the bond issuer's counsel (not the Fund's counsel), is
excluded from gross income for federal income tax purposes. These securities
consist of Municipal Bonds, municipal notes and municipal commercial paper as
well as variable or floating rate obligations and participation interests.

In addition to the hedging strategies employed by the Fund in pursuit of its
secondary objective of preservation of capital, the Fund can purchase bonds
rated "BBB" and "BB" or "Baa" and "Ba," where based upon price, yield and the
Adviser's assessment of quality, investment in such bonds is determined to be
consistent with the Fund's secondary objective of preserving capital. To the
extent that the Fund purchases, retains or disposes of such bonds for this
purpose, the Fund may not earn as high a yield as might otherwise be obtainable
from lower quality securities.

While the Fund normally will invest primarily in medium and lower quality
Municipal Bonds as indicated above, it may invest in higher quality tax-exempt
securities, particularly when the difference in returns between rating
classifications is very narrow.

To the extent that the Fund does not invest in medium and lower quality
Municipal Bonds, it will attempt to invest its assets in tax-exempt securities
that are rated at least as high as follows:

(1) Municipal Commercial Paper rated "MIG-3" by Moody's, or "A-3" by S&P;

(2) Municipal Notes rated "MIG-3" by Moody's or "SP-2" by S&P; and

(3) Municipal Variable Rate Demand Obligations rated "VMIG3" by Moody's, or
"SP2/A-3" and "A/A-3" by S&P.

The Fund may write (sell) covered call and put options on debt securities and
interest rate and tax-exempt bond index futures contracts. The Fund may purchase
call and put options on these securities, futures and indices. The Fund may also
write straddles, which are combinations of put and call options on the same
security. The Fund may buy and sell interest rate and tax-exempt bond index
futures contracts and options on such futures contracts to hedge against changes
in interest rates.

The Fund may invest in variable rate and floating rate obligations, including
inverse floating rate obligations, on which the interest rate is adjusted at
predesignated periodic intervals or when there is a change in the market rate of
interest on which the interest rate payable on the obligation is based.

Options, futures contracts and variable and floating rate instruments are
generally considered to be "derivative" instruments because they derive their
value from the performance of an underlying asset, index or other economic
benchmark. See "Investments, Techniques and Risk Factors" for additional
discussion of derivative instruments and certain other investments.

The Fund may purchase tax-exempt participation interests and certificates of
participation ("COPs"), lend its portfolio securities, enter into repurchase
agree-

6
<PAGE> 138

ments, purchase restricted and illiquid securities and purchase securities on a
when-issued or forward commitment basis. See "Investments, Techniques and Risk
Factors" for more information about the Fund's investments.

For temporary purposes (such as pending new investments) or liquidity purposes
(such as to meet redemption obligations), the Fund may invest up to 20% of its
total assets in taxable short-term debt securities with remaining maturities of
one year or less ("money market instruments"), including obligations guaranteed
or issued by the U.S. Government, its agencies or instrumentalities ("U.S.
Government securities"), high quality corporate debt securities, high quality
commercial paper, certificates of deposit, bankers' acceptances and related
repurchase agreements.

For defensive purposes, the Fund may temporarily invest more than 20% of the
value of its total assets in taxable money market instruments to enhance
liquidity or preserve capital when, in the Adviser's opinion, it is advisable to
do so because of prevailing market conditions so long as at the end of any
quarter of its taxable year, tax-exempt securities comprise at least 50% of the
Fund's total assets.

The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. Those restrictions designated as fundamental may
not be changed without shareholder approval. The Fund's investment objectives
and its policy to invest (under normal circumstances) 80% of its total assets in
Municipal Bonds rated "A," "Baa" or "Ba" by Moody's; "A" "BBB" or "BB" by S&P;
or, if unrated, that are of comparable quality, are fundamental and may not be
changed without the approval of the Fund's shareholders. The Fund's other
investment policies and its nonfundamental restrictions, however, may be changed
by a vote of the Board of Directors without shareholder approval.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the non-interested Trustees of the John Hancock
funds.

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

THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.

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

RISK FACTORS. An investment in the Fund is intended for long-term investors who
can accept the risks associated with investing primarily in fixed-income
securities. The Fund's investments will be subject to market fluctuation and
other risks inherent in all securities. The yield, return and price volatility
of the Fund depend on the type and quality of its investments as well as market
and other factors. In addition, the Fund's potential investments and management
techniques may entail specific risks. For additional information about risks
associated with an investment in the Fund, see "Investments, Techniques and Risk
Factors."

The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Board of Directors, the Adviser may place securities transactions with
brokers affiliated with the Adviser. The brokers include Tucker Anthony
Incorporated, Sutro and Company, Inc. and John Hancock Distributors, Inc., which
are indirectly owned by the John Hancock Mutual Life Insurance Company (the
"Life Company"), which in turn indirectly owns the Adviser.

7
<PAGE> 139

ORGANIZATION AND MANAGEMENT OF THE FUND

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

THE BOARD OF DIRECTORS ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
DIRECTORS' POLICIES AND SUPERVISION.

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

JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING A TOTAL ASSET
VALUE OF MORE THAN $13 BILLION.

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

All investment decisions are made by the Adviser's fixed-income portfolio
management team and no single person is primarily responsible for making
recommendations to the team.

8
<PAGE> 140

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

9
<PAGE> 141

purchasing Class A shares. This is because the accumulated distribution and
service charges on Class B shares may exceed the initial sales charge and
accumulated distribution and service charges on Class A shares during the life
of your investment.

THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser at the following annual rates of the Fund's average daily net
assets: 0.625% on assets up to $75 million, 0.5625% on assets of $75 million up
to $150 million and 0.50% on assets of $150 million and over. During the Fund's
most recent fiscal year, the advisory fee was 0.59% of the Fund's average daily
net assets.

The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. Up to 0.25% for Class A shares and Class B shares is for
service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.

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

THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.

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

10
<PAGE> 142

In the event John Hancock Funds is not fully reimbursed for payments made or
expenses incurred by it under the Class A Plan, these expenses will not be
carried beyond one year from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses. For the fiscal year ended October 31,
1994, an aggregate of $6,227,263 of distribution expenses or 4.35% 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.

Information on the Fund's total expenses is in the Financial Highlights section
of this Prospectus.

DIVIDENDS AND TAXES

DIVIDENDS. The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund may
distribute net short-term and long-term capital gains, if any, at least
annually.

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

THE FUND GENERALLY DECLARES DAILY AND
DISTRIBUTES MONTHLY DIVIDENDS.

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

TAXATION. The Fund intends to meet certain federal tax requirements so that its
distributions of the tax-exempt interest it earns may be treated as
"exempt-interest dividends," which you are entitled to treat as tax-exempt
interest. That portion of exempt-interest dividends, if any, attributable to
interest on certain tax-exempt obligations that are "private activity bonds" may
increase certain shareholders' alternative minimum tax. Any exempt-interest
dividend may increase a corporate shareholder's alternative minimum tax.

Shareholders receiving social security benefits and certain railroad retirement
benefits may be subject to Federal income tax on a portion of such benefits as a
result of receiving investment income, including tax-exempt income (such as
exempt-interest dividends) and other dividends paid by the Fund. Shares of the
Fund may not be an appropriate investment for persons who are "substantial
users" of facilities financed by industrial development or private activity
bonds, or persons related to "substantial users." Consult your tax adviser if
you think this may apply to you.

11
<PAGE> 143

Certain of the Fund's permitted investments may produce taxable income or
taxable capital gains. Dividends from the Fund's net taxable income, if any,
including any accrued market discount included in the Fund's income, and from
the Fund's net short-term capital gains are taxable to you as ordinary income.
Dividends from the Fund's net long-term capital gains are taxable as long-term
capital gains. These dividends are taxable, whether received in cash or
reinvested in additional shares. Certain dividends may be paid by the Fund in
January of a given year but may be treated as if you received them the previous
December.

When you redeem (sell) or exchange shares, you may realize a taxable gain or
loss.

On the account application you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your taxable dividends and the proceeds of
redemptions or exchanges.

In addition to Federal taxes with respect to any distributions that are not
exempt-interest dividends, you may be subject to state, local or foreign taxes
with respect to your investment in and distributions from the Fund. A state
income (and possibly local income and/or intangible property) tax exemption is
generally available to the extent the Fund's distributions are derived from
interest on (or, in the case of intangibles taxes, the value of its assets is
attributable to) certain U.S. Government obligations and/or tax-exempt municipal
obligations issued by or on behalf of the particular state, or a political
subdivision thereof in which you are subject to tax, provided in some states
that certain thresholds for holdings of such obligations and/or reporting
requirements are satisfied. You will receive tax information each year showing
the percentage of the Fund's exempt-interest dividends attributable to each
state. You should consult your tax adviser for specific advice.

PERFORMANCE

Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements. The Fund may
also utilize tax equivalent yields of its Class A and Class B shares computed in
the same manner, with adjustment for assumed Federal income tax rates. For a
comparison of yields on municipal securities and taxable securities, see the
Taxable Equivalent Yield Table in Appendix A.

12
<PAGE> 144
equivalent yields of its Class A and Class B shares computed in
the same manner, with adjustment for assumed Federal income tax rates. For a
comparison of yields on municipal securities and taxable securities, see the
Taxable Equivalent Yield Table in Appendix A.

The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided by the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.

Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to that class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations, and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."

13
<PAGE> 145

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
</TABLE>

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

- ---------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>

14
<PAGE> 146

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

<TABLE>
<S> <C> <C> <C>
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of shares you own, your account
number and the name(s) in which the account is registered.
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.

- -------------------------------------------------------------------------------
BUYING ADDITIONAL
CLASS A AND CLASS B
SHARES (CONTINUED)
- -------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock High Yield Tax-Free Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>

The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Board of Directors. Short-term debt
investments maturing within 60 days are valued at amortized cost, which the
Board of Directors has determined approximates market value. If quotations are
not readily available, assets are valued by a method that the Board believes
accurately reflects fair value. The NAV is calculated once daily as of the close
of regular trading on the New York Stock Exchange (the "Exchange") (generally at
4:00 P.M., New York time) on each day that the Exchange is open.

15
<PAGE> 147

your investment before the close of regular trading on the Exchange and transmit
it to John Hancock Funds before its close of business to receive that day's
offering price.

INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
AMOUNT INVESTED A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
(INCLUDING SALES OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
CHARGE)
---------------- --------------- --------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999 3.00% 3.09% 2.50% 2.26%
$500,000 to $999,999 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)
<FN>

(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.

Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.

16
<PAGE> 148

In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.

Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."

<TABLE>
<CAPTION>
AMOUNT INVESTED CDSC RATE
--------------- ---------
<S> <C>
$1 million to $4,999,999............................................. 1.00%
Next $5 million to $9,999,999........................................ 0.50%
Amounts of $10 million and over...................................... 0.25%
</TABLE>

Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994 may purchase Class A shares with no
initial sales charge, but 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 above rate.

17
<PAGE> 149

reduced sales charge. For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE,
the applicable sales charge will be based on the total of:

1. Your current purchase of Class A shares of the Fund.

2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and

3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
EXAMPLE:

If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:

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

CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS

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

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

18
<PAGE> 150

In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.

<PAGE> 151

<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
------------------ -----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>

A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
WAIVER OF CONTINGENT DEFERRED SALES CHARGES. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:

- - Redemptions due to death or disability.

- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $500 invested in the Fund.
- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

20
<PAGE> 152

Telephone redemption is not available for shares of the
Fund that are in certificated form.

During periods of extreme economic conditions or market
changes, telephone requests may be difficult to implement
due to a large volume of calls. During these times, you
should consider placing redemption requests in writing or
use EASI-Line. EASI-Line's telephone number is
1-800-338-8080.
- ---------------------------------------------------------------------------------
BY WIRE If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired on
the next business day to your designated bank account, and
a fee (currently $4.00) will be deducted. You may also use
electronic funds transfer to your assigned bank account,
and the funds are usually collectible after two business
days. Your bank may or may not charge a fee for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.

21
<PAGE> 153

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
IN WRITING Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, class of shares, your
account number and the additional requirements listed below
that apply to your particular account.
- ---------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
--------------------------------- --------------------------------------------
<S> <C> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaran-
teed.
Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.
Trusts A letter of instruction signed by the
trustee(s) with the signature(s) guaranteed.
(If the trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for
further instructions.
- ---------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.
</TABLE>

- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption. Contact
your broker for instructions.
</TABLE>
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.

Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $500 and to mail the proceeds to the shareholder, or the
transfer agent may impose an annual fee of $10.00. No account will be
involuntarily redeemed or additional fee imposed, if the value of the account is
in excess of the Fund's minimum initial investment or if the value of the
account falls below the required minimum as a result of market action. No CDSC
will be imposed on involuntary redemptions of shares.

ADDITIONAL SERVICES AND PROGRAMS

An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.

When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.

23
<PAGE> 155

restrictions that do not apply to exchanges requested by shareholders directly,
as described above.

BY TELEPHONE
1. When you complete the application for your initial purchase of Fund shares,
you automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.

IN WRITING
1. In a letter, request an exchange and list the following:

Sign your request exactly as the account is registered.

2. Mail the request and information to:

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

24
<PAGE> 156

REINVESTMENT PRIVILEGE
1. You will not be subject to a sales charge on Class A shares reinvested in
shares of any John Hancock fund that is otherwise subject to a sales charge
as long as you reinvest within 120 days from the redemption date. If you paid
a CDSC upon a redemption, you may reinvest at net asset value in the same
class of shares from which you redeemed within 120 days. Your account will be
credited with the amount of the CDSC previously charged, and the reinvested
shares will continue to be subject to a CDSC. For purposes of computing the
CDSC payable upon a subsequent redemption, the holding period of the shares
acquired through reinvestment will include the holding period of the redeemed
shares.

2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.

3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.

4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.

6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)

25
<PAGE> 157

2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.

4. There is no charge to you for this program, and there is no cost to the Fund.

5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.

GROUP INVESTMENT PROGRAM
1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.

2. The initial aggregate investment of all participants in the group must be at
least $250.

3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.

INVESTMENTS, TECHNIQUES AND RISK FACTORS

UNRATED SECURITIES. Many issuers of fixed income securities choose not to have
their obligations rated. Although unrated securities eligible for purchase by
the

26
<PAGE> 158

Fund must be determined to be comparable in quality to securities having
specified ratings, the market for unrated securities may not be as broad as for
rated securities since many investors rely on rating agencies for credit
appraisal.

In evaluating the creditworthiness of an issue, whether rated or unrated, the
Adviser will take various factors into consideration, which may include the
issuer's financial resources, its sensitivity to economic conditions and trends,
the operating history of and the community support for the facility financed by
the issue, the ability of the issuer's management and regulatory matters.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, restricted securities and securities that are not readily
marketable. The Fund's investments in restricted securities eligible for resale
to certain institutional investors pursuant to Rule 144A under the Securities
Act of 1933 are subject to the foregoing limitation. To the extent that the
Fund's holdings of participation interests, COPs and inverse floaters are
determined to be illiquid, such holdings will be subject to the 10% restriction
on illiquid investments.

LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional (taxable) income, the Fund may lend to broker-dealers portfolio
securities amounting to not more than 33% of its total assets taken at current
value or may enter into repurchase agreements. In a repurchase agreement, the
Fund buys a security subject to the right and obligation to sell it back to the
counterparty at the same price plus accrued interest. These transactions must be
fully collateralized at all times. The Fund may reinvest any cash collateral in
short-term, liquid debt securities. However, these transactions may involve some
credit risk to the Fund if the other party should default on its obligation and
the Fund is delayed in or prevented from recovering the collateral. Securities
loaned by the Fund will remain subject to fluctuations of market value.

REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements, which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
of reverse repurchase agreements to purchase other investments. Reverse
repurchase agreements are considered to be borrowings by the Fund and as an
investment practice may be considered speculative. The Fund will enter into a
reverse repurchase agreement only when the Adviser determines that the interest
income to be earned from the investment of the proceeds is greater than the
interest expense of the transaction. To minimize various risks associated with
reverse repurchase agreements, the Fund will establish and maintain with the
Custodian a separate account consisting of cash or liquid, high grade debt
securities in an amount at least equal to the repurchase prices of the
securities (plus any accrued interest thereon) under such agreements. In
addition, the Fund's investment restrictions provide that the Fund will not
enter into reverse repurchase agreements exceeding, in the aggregate, 33 1/3% of
the value of its total assets (including for this purpose other borrowings of
the Fund). The Fund will enter into reverse repurchase agreements only with
selected registered broker/ dealers or with federally insured banks or savings
and loan associations which are

27
<PAGE> 159

approved in advance as being creditworthy by the Board of Directors. Under
procedures established by the Board of Directors, the Adviser will monitor the
creditworthiness of the firms involved.

OPTIONS AND FUTURES TRANSACTIONS. The Fund may buy and sell options contracts
on debt securities and tax-exempt bond indices, interest rate and tax-exempt
bond index futures contracts and options on such futures contracts. Options and
futures contracts are bought and sold to manage the Fund's exposure to changing
interest rates and security prices. Some options and futures strategies,
including selling futures, buying puts and writing calls, tend to hedge a Fund's
investments against price fluctuations. Other strategies, including buying
futures, writing puts, and buying calls, tend to increase market exposure.
Options and futures may be combined with each other or with forward contracts in
order to adjust the risk and return characteristics of the overall strategy. The
Fund's transactions in options and futures contracts may be limited by the
requirements of the Code for qualification as a regulated investment company.
See the Statement of Additional Information for further discussion of options
and futures transactions, including tax effects and investment risks.

28
<PAGE> 160

MUNICIPAL LEASE OBLIGATIONS. The Fund may purchase participation interests
which give the Fund an undivided pro rata interest in a tax-exempt security. For
certain participation interests, the Fund will have the right to demand payment,
on a specified number of days' notice for all or any part of the Fund's
participation interest in the tax exempt security plus accrued interest.
Participation interests which are determined to be not readily marketable will
be considered illiquid for purposes of the Fund's 10% restriction on investment
in illiquid securities.

The Fund may also invest in COPs, which provide participation interests in lease
revenues. Each COP represents a proportionate interest in or right to the lease-
purchase payment made under municipal lease obligations or installment sales
contracts. Municipal lease obligations are issued by a state or municipal
financing authority to provide funds for the construction of facilities (e.g.,
schools, dormitories, office buildings or prisons) or the acquisition of
equipment. Certain municipal lease obligations may trade infrequently.
Accordingly, COPs will be monitored pursuant to analysis by the Adviser and
reviewed according to procedures adopted by the Board of Directors, which
consider various factors in determining liquidity risk. COPs will not be
considered illiquid for purposes of the Fund's 10% limitation on illiquid
securities, provided the Adviser determines that there is a readily available
market for such securities. An investment in COPs is subject to the risk that a
municipality may not appropriate sufficient funds to meet payments on the
underlying lease obligation. See the Statement of Additional Information for
additional discussion of participation interests and municipal lease
obligations.

CALLABLE BONDS. The Fund may purchase and hold callable Municipal Bonds which
contain a provision in the indenture permitting the issuer to redeem the bonds
prior to their maturity dates at a specified price which typically reflects a
premium over the bonds' original issue price. These bonds generally have call-
protection (a period of time during which the bonds may not be called) which
usually lasts for 7 to 10 years, after which time such bonds may be called away.
An issuer may generally be expected to call its bonds, or a portion of them
during periods of relatively declining interest rates, when borrowings may be
replaced at lower rates than those obtained in prior years. If the proceeds of a
bond called under such circumstances are reinvested, the result may be a lower
overall yield due to lower current interest rates. If the purchase price of such
bonds included a premium related to the appreciated value of the bonds, some or
all of that premium may not be recovered by bondholders, such as the Fund,
depending on the price at which such bonds were redeemed.

29
<PAGE> 161

instruments. The risks associated with the Fund's transactions in options,
futures and other derivative instruments may include some or all of the
following:

Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.

30
<PAGE> 162

APPENDIX A
EQUIVALENT YIELDS:
TAX EXEMPT VS. TAXABLE YIELD

The table below shows the effect of the tax status of municipal obligations on
the yield received by their holders under the regular federal income tax laws
that apply to 1995. It gives the approximate yield a taxable security must earn
at various income brackets to produce after-tax yields.

TAX-FREE YIELDS 1995 TAX TABLE

SINGLE RETURN JOINT RETURN MARGINAL TAX-EXEMPT YIELD
- ---------------- ---------------- INCOME TAX ----------------------------------------------------------------------
(TAXABLE INCOME) RATE 4% 5% 6% 7% 8% 9% 10%
- ------------------------------------- ---------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

$ 0-23,350 $ 0-39,000 15.0% 4.71% 5.88% 7.06% 8.24% 9.41% 10.59% 11.76%
$ 23,351-56,550 $ 39,001-94,250 28.0% 5.56% 6.94% 8.33% 9.72% 11.11% 12.50% 13.89%
$ 56,551-117,950 $ 94,251-143,600 31.0% 5.80% 7.25% 8.70% 10.14% 11.59% 13.04% 14.49%
$117,951-256,500 $143,601-256,500 36.0% 6.25% 7.81% 9.38% 10.94% 12.50% 14.06% 15.63%
Over $256,500 Over $256,500 39.6% 6.62% 8.28% 9.93% 11.59% 13.25% 14.90% 16.56%
</TABLE>

It is assumed that an investor filing a single return is not a "head of
household," a "married individual filing a separate return," or a "surviving
spouse." The table does not take into account the effects of reductions in the
deductibility of itemized deductions or the phaseout of personal exemptions for
taxpayers with adjusted gross incomes in excess of specified amounts. Further,
the table does not attempt to show any alternative minimum tax consequences,
which will depend on each shareholder's particular tax situation and may vary
according to what portion, if any, of the Fund's exempt-interest dividends is
attributable to interest on certain private activity bonds for any particular
taxable year. No assurance can be given that the Fund will achieve any specific
tax-exempt yield or that all of its income distributions will be tax-exempt.
Distributions attributable to any taxable income or capital gains realized by
the Fund will not be tax-exempt.

The information set forth above is as of the date of this Prospectus. Subsequent
tax law changes could result in prospective or retroactive changes in the tax
brackets, tax rates, and tax-equivalent yields set forth above.

This table is for illustrative purposes only and is not intended to imply or
guarantee any particular yield from the John Hancock High Yield Tax-Free Fund.
While it is expected that a substantial portion of the interest income
distributed to the Fund's shareholders will be exempt from federal income taxes,
portions of such distributions from time to time may be subject to federal
income taxes.

A-1
<PAGE> 163

APPENDIX B

DESCRIPTION OF BOND RATINGS AND FUND'S ASSET COMPOSITION

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.

Caa: 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.

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

STANDARD & POOR'S RATINGS GROUP
AAA: Debt rated AAA has the highest level 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.

B-1
<PAGE> 164

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.

QUALITY DISTRIBUTION

<TABLE>
<CAPTION>
PERCENTAGE OF
MOODY'S (OR S&P) RATINGS TOTAL INVESTMENTS
- ----------------------------------------------------------------------------- -----------------
<S> <C>
Aaa.......................................................................... 9.28%
Aa........................................................................... 1.69%
A............................................................................ 2.94%
Baa.......................................................................... 9.92%
(BBB+, BBB, BBB-).......................................................... 2.40%
Ba........................................................................... 11.09%
(BB+, BB, BB-)............................................................. 1.63%
Below Ba..................................................................... 1.60%
Not Rated**.................................................................. 59.45%**
------
Total........................................................................ 100.00%
======

<FN>
- ---------------
* Based on average of month end portfolio holdings during fiscal year ended.
Asset composition does not represent actual holdings on 10/31/94 nor does
it imply that the overall quality of portfolio holdings is fixed.

** Of the amount not rated by either Moody's or S&P, the following percentages
of the Fund's assets represent quality standards attributed by the Adviser
to such non-rated securities at the time of purchase: 1.04%, AAA; 1.82%, A;
21.50%, Baa; 34.03%, Ba; and 1.06%, below Ba.

</TABLE>
B-2

<PAGE> 165

(NOTES)

<PAGE> 166

(NOTES)

<PAGE> 167

JOHN HANCOCK JOHN HANCOCK
HIGH YIELD TAX-FREE FUND HIGH YIELD
TAX-FREE FUND

INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

CLASS A AND CLASS B SHARES
PROSPECTUS
PRINCIPAL DISTRIBUTOR MAY 15, 1995
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
A MUTUAL FUND SEEKING TO
OBTAIN A HIGH LEVEL OF CURRENT
INCOME THAT IS LARGELY EXEMPT
FROM FEDERAL INCOME TAXES AND
CUSTODIAN IS CONSISTENT WITH
Investors Bank & Trust Company PRESERVATION OF CAPITAL.
24 Federal Street
Boston, Massachusetts 02110

TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116

INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For Service Information
For Telephone Exchange call
1-800-225-5291
For Investment-by-Phone 101 HUNTINGTON AVENUE
For Telephone Redemption BOSTON, MASSACHUSETTS 02199-7603
For TDD call 1-800-554-6713 TELEPHONE 1-800-225-5291

T470P 5/95 (LOGO) Printed on Recycled Paper

<PAGE> 168

JOHN HANCOCK

EMERGING GROWTH FUND

CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 5
Organization and Management of the Fund............................................... 7
Alternative Purchase Arrangements..................................................... 8
The Fund's Expenses................................................................... 9
Dividends and Taxes................................................................... 10
Performance........................................................................... 11
How to Buy Shares..................................................................... 12
Share Price........................................................................... 14
How to Redeem Shares.................................................................. 19
Additional Services and Programs...................................................... 21
Investments, Techniques and Risk Factors.............................................. 25
</TABLE>

This Prospectus sets forth the information about John Hancock Emerging Growth
Fund (the "Fund"), a diversified series of John Hancock Series, Inc. (the
"Company"), that you should know before investing. Please read and retain it for
future reference.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 169

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund for the
fiscal year ended October 31, 1994 adjusted to reflect current sales charges.
Actual fees and expenses of the Class A and Class B shares in the future may be
greater or less than those indicated.

<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)........................ 5.00% None
Maximum sales charge imposed on reinvested dividends................................................. None None
Maximum deferred sales charge........................................................................ None* 5.00%
Redemption fee+...................................................................................... None None
Exchange fee......................................................................................... None None

** The amount of the Rule 12b-1 fee used to cover service expenses will be up
to 0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.

*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.

+ Redemption by wire fee (currently $4.00) not included.

<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................... $ 64 $93 $ 125 $214
Class B Shares
-- Assuming complete redemption at end of period......................... $ 72 $99 $ 137 $233
-- Assuming no redemption................................................ $ 22 $69 $ 117 $233
</TABLE>

(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)

2
<PAGE> 170

THE FUND'S FINANCIAL HIGHLIGHTS

Selected data for Class A shares outstanding throughout each period is as
follows:

<TABLE>
<CAPTION>
CLASS A SHARES
----------------------------------------------------------
YEAR ENDED FROM
OCTOBER 31, AUGUST 22, 1991
------------------------------------ TO OCTOBER 31,
1994 1993 1992 1991(2)
-------- ------- ------- ---------------
<S> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL CHANGES FOR A SHARE OUTSTANDING
DURING EACH PERIOD:(1)
Net asset value, beginning of period................................ $25.89 $20.60 $19.26 $18.12

INCOME FROM INVESTMENT OPERATIONS
Net investment loss................................................. (0.18) (0.16) (0.20) (0.03)
Net realized and unrealized gain on investments..................... 1.11 5.45 1.60 1.17
-------- ------- ------- -------
Total from Investment Operations.................................... 0.93 5.29 1.40 1.14

LESS DISTRIBUTIONS
Distributions from realized gains................................... -- -- (0.06) --
-------- ------- ------- -------
Total Distributions................................................. -- -- (0.06) --
-------- ------- ------- -------
Net asset value, end of period...................................... $26.82 $25.89 $20.60 $19.26
======== ======= ======= ======
TOTAL RETURN(3)..................................................... 3.59% 25.68% 7.32% 6.29%
======== ======= ======= ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets............................. 1.44% 1.40% 1.67% 0.33%
Ratio of net investment loss to average net assets.................. (0.71)% (0.70)% (1.03)% (0.15)%
Portfolio turnover.................................................. 25% 29% 48% 66%
Net Assets, end of period (in thousands)............................ $131,053 $81,263 $46,137 $38,859

<FN>
- ---------------
(1) Per share information has been calculated using the average number of shares
outstanding.

(2) Financial highlights, including total return, have not been annualized.
Portfolio turnover is for the year ended October 31, 1991.

(3) Total return does not include the effect of the initial sales charge for
Class A Shares.

</TABLE>

3
<PAGE> 171

Selected data for Class B shares outstanding throughout each period is as
follows:

<TABLE>
<CAPTION>
CLASS B SHARES
-------------------------------------------------------------------------------------------
PERIOD
ENDED
YEAR ENDED OCTOBER 31, OCT.
------------------------------------------------------------------------------- 31,
1994 1993 1992 1991 1990 1989 1988 1987(2)
-------- -------- ------- ------- ------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL
CHANGES FOR A SHARE OUTSTANDING
DURING EACH PERIOD(1):
Net asset value, beginning of
period.......................... $25.33 $20.34 $19.22 $11.06 $12.76 $10.54 $ 7.89 $ 7.89
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)...... (0.36) (0.36) (0.38) (0.30) (0.22) (0.08) 0.09 (0.0021)
Net realized and unrealized gain
(loss) on investments........... 1.07 5.35 1.56 8.46 (1.26) 2.83 2.56 0.0021
-------- -------- ------- ------- ------- ------ ------ -------
Total from Investment
Operations...................... 0.71 4.99 1.18 8.16 (1.48) 2.75 2.65 0.0000
LESS DISTRIBUTIONS
Dividends from net investment
income.......................... -- -- -- -- -- (0.04) -- --
Distributions from realized
gains........................... -- -- (0.06) -- (0.22) (0.49) -- --
-------- -------- ------- ------- ------- ------ ------ -------
Total Distributions............... -- -- (0.06) -- (0.22) (0.53) -- --
-------- -------- ------- ------- ------- ------ ------ -------
Net asset value, end of period.... $26.04 $25.33 $20.34 $19.22 $11.06 $12.76 $10.54 $7.89
======== ======== ======= ======= ======= ====== ====== =======
TOTAL RETURN(3)................... 2.80% 24.53% 6.19% 73.78% (11.82)% 27.40% 33.59% 0.00%
======== ======== ======= ======= ======= ====== ====== =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net
assets.......................... 2.19% 2.28% 2.64% 2.85% 3.11% 3.51% 5.64% 0.44%
Ratio of expense reimbursement to
average net assets.............. -- -- -- -- -- (0.03)% (2.59)% (0.41)%
-------- -------- ------- ------- ------- ------ ------ -------
Ratio of net expenses to average
net assets...................... 2.19% 2.28% 2.64% 2.85% 3.11% 3.48% 3.05% 0.03%
-------- -------- ------- ------- ------- ------ ------ -------
Ratio of net investment income
(loss) to average net assets.... (1.46)% (1.58)% (1.99)% (1.83)% (1.64)% (0.67)% 0.81% (0.03)%
Portfolio turnover................ 25% 29% 48% 66% 82% 90% 252% 0%
Net Assets, end of period (in
thousands)...................... $283,435 $219,484 $86,923 $52,743 $11,668 $7,877 $3,232 $79

<FN>
- ---------------
(1) Per share information has been calculated using the average number of shares
outstanding.

(2) Financial highlights, including total return, are for the period October 26,
1987 (date of the Fund's initial offering of shares to the public) to
October 31, 1987 and have not been annualized.

(3) Total return does not include the effect of the contingent deferred sales
charge for Class B Shares.
</TABLE>

4
<PAGE> 172

INVESTMENT OBJECTIVE AND POLICIES
The Fund seeks long-term growth of capital through investing primarily (at least
80% of its assets in normal circumstances) in the common stocks of rapidly
growing small-sized companies (those with a market capitalization of $500
million or less) to medium-sized companies (those with a market capitalization
of up to $1 billion). Current income is not a factor of consequence in the
selection of stocks for the Fund.

In order to achieve its objective, the Fund invests in a diversified group of
companies whose growth rates are expected to significantly exceed that of the
average industrial company. It invests in these companies early in their
corporate life cycle before they become widely recognized and well known, and
while their reputations and track records are still emerging ("emerging growth
companies"). Consequently, the Fund invests in the stocks of emerging growth
companies whose capitalization, sales and earnings are smaller than those of the
Fortune 500 companies. Further, the Fund's investments in emerging growth stocks
may include those of more established companies which offer the possibility of
rapidly accelerating earnings because of revitalized management, new products,
or structural changes in the economy.

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

THE FUND SEEKS LONG-TERM GROWTH OF CAPITAL
THROUGH INVESTING PRIMARILY IN THE COMMON
STOCKS OF RAPIDLY GROWING SMALL TO
MEDIUM-SIZED COMPANIES.

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

The nature of investing in emerging growth companies involves greater risk than
is customarily associated with investments in more established companies. In
particular, the value of securities of emerging growth companies tends to
fluctuate more widely than other types of investments. Because emerging growth
companies may be in the early stages of their development, they may be dependent
on a relatively few products or services. They may also lack adequate capital
reserves or may be dependent on one or two management individuals. Their stocks
are often traded "over-the-counter" or on a regional exchange, and may not be
traded in volumes typical of trading on a national exchange. Consequently, the
investment risk is higher than that normally associated with larger, older,
better-known companies. In order to help reduce this risk, the Fund allocates
its investments among different industries.

Most of the Fund's investments will be in equity securities of U.S. companies.
However, since many emerging growth companies are located outside the United
States, a significant portion of the Fund's investments may occasionally be
invested in equity securities of non-U.S. companies. See "Investments,
Techniques and Risk Factors" for a discussion of foreign securities and their
risks.

While the Fund will invest primarily in emerging growth companies, the balance
of the Fund's assets may be invested in: (1) other common stocks; (2) preferred
stocks; (3) convertible securities (up to 10% of the Fund's total assets may be
invested in convertible securities rated as low as "B" by Standard & Poor's
Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's") or, if
unrated, determined by John Hancock Advisers, Inc. (the "Adviser") to be
comparable in quality to those rated "B"); (4) warrants; and (5) debt
obligations of the U.S. Government, its agencies and instrumentalities.

5
<PAGE> 173

In order to provide liquidity for the purchase of new investments and to effect
redemptions of its shares, the Fund will invest a portion of its assets in high
quality, short-term debt securities with remaining maturities of one year or
less, including U.S. Government securities, certificates of deposit, bankers'
acceptances, commercial paper, corporate debt securities and related repurchase
agreements.

The Fund may lend its portfolio securities, enter into repurchase agreements and
reverse repurchase agreements, and purchase restricted and illiquid securities.

In addition, the Fund may write (sell) covered call and put options on equity
securities, stock indices and stock index futures. The Fund may purchase call
and put options on these securities, indices and futures. The Fund may also
write straddles, which are combinations of put and call options on the same
security. The Fund may buy and sell stock index futures contracts for hedging
purposes. Options and futures contracts are generally considered to be
"derivative" instruments because they derive their value from the performance of
an underlying asset, index or other economic benchmark. See "Investments,
Techniques and Risk Factors" for additional discussion of derivative
instruments.

During periods of unusual market conditions when the Adviser believes that
investing for temporary defensive purposes is appropriate, part or all of the
Fund's assets may be invested in cash or cash equivalents consisting of:
(1) obligations of banks (including certificates of deposit, bankers'
acceptances and repurchase agreements) with assets of $100,000,000 or more;
(2) commercial paper rated within the two highest rating categories of a
nationally recognized rating organization; (3) investment grade short-term
notes; (4) obligations issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities; and (5) related repurchase agreements. See
"Investments, Techniques and Risk Factors" for more information about the Fund's
investments.

The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. Those restrictions designated as fundamental may
not be changed without shareholder approval. The Fund's investment objective and
investment policies are nonfundamental, which means that they may be changed by
the Board of Directors without shareholder approval. However, the Fund's
investment objective may not be changed without 30 days' prior written notice
first having been given to shareholders. If there is a change in the Fund's
investment objective, you should consider whether the Fund remains an
appropriate investment in light of your current financial position and needs.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the non-interested Trustees of the John Hancock
funds.

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

THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.

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

RISK FACTORS. Because the value of the Fund's portfolio securities and
therefore the Fund's net asset value per share will fluctuate with changes in
general economic and market conditions, the net asset value per share at the
time an

6
<PAGE> 174

investor's shares are redeemed may be more or less than the value at the time of
purchase. An investment in the Fund is intended for long-term investors who can
accept the risks associated with investing primarily in emerging growth
companies. For additional information about risks associated with an investment
in the Fund, see "Investments, Techniques and Risk Factors."

The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Board of Directors, the Adviser may place securities transactions with
brokers affiliated with the Adviser. The brokers include Tucker Anthony
Incorporated, Sutro and Company, Inc. and John Hancock Distributors, Inc., which
are indirectly owned by the John Hancock Mutual Life Insurance Company (the
"Life Company"), which in turn indirectly owns the Adviser.

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

BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.

- -------------------------------------------------------------------------------
ORGANIZATION AND MANAGEMENT OF THE FUND

The Fund is a diversified portfolio of the Company, an open-end management
investment company organized as a Maryland corporation in 1987. The Company
reserves the right to create and issue a number of series of shares, or funds or
classes thereof, which are separately managed and have different investment
objectives. The Board of Directors has authorized the issuance of two classes of
the Fund, designated Class A and Class B. The shares of each class represent an
interest in the same portfolio of investments of the Fund. Each class has equal
rights as to voting, redemption, dividends and liquidation. However, each class
bears different distribution and transfer agent fees and other expenses. Also,
Class A and Class B shareholders have exclusive voting rights with respect to
their distribution plans. The Company is not required to and does not intend to
hold annual meetings of shareholders, although special meetings may be held for
such purposes as electing or removing Directors, changing fundamental policies
or approving a management contract. The Company, under certain circumstances,
will assist in shareholder communications with other shareholders.

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

THE BOARD OF DIRECTORS ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
DIRECTORS' POLICIES AND SUPERVISION.

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

JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING A TOTAL ASSET
VALUE OF MORE THAN $13 BILLION.

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

Investment decisions are made by the Fund's portfolio manager, Edgar M. Larsen,
Senior Vice President of the Adviser. Mr. Larsen has served as portfolio manager
since the Fund's inception in 1987.

In order to avoid any conflict with portfolio trades for the Fund, the Adviser
and the Fund have adopted extensive restrictions on personal securities trading
by

7
<PAGE> 175

personnel of the Adviser and its affiliates. Some of these restrictions are:
preclearance for all personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of profits on
securities held for less than 91 days. These restrictions are a continuation of
the basic principle that the interests of the Fund and its shareholders come
first.

ALTERNATIVE PURCHASE ARRANGEMENTS

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

AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
CHOOSE THE METHOD OF PAYMENT THAT IS BEST
FOR YOU.

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

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

8
<PAGE> 176

offset by the Class A shares' lower expenses. To help you make this
determination, the table under the caption "Expense Information" on the inside
cover page of this Prospectus shows examples of the charges applicable to
each class of shares. Class A shares will normally be more beneficial if you
qualify for reduced sales charges. See "Share Price -- Qualifying for
a Reduced Sales Charge."

THE FUND'S EXPENSES

For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser at an annual rate of 0.75% of the Fund's average daily net assets.
For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
0.75% of the Fund's average daily net assets to the Fund's former investment
adviser. The advisory fee paid by the Fund is higher than that of most other
investment companies. However, the Board of Directors has determined that such
fee is reasonable in light of the highly specialized investment decisions and
investment techniques employed by the Fund.

9
<PAGE> 177

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

THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.

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

In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond one year from the date they were incurred. Unreimbursed expenses under
the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. For the fiscal year ended October 31, 1994, an
aggregate of $10,122,481 of distribution expenses or 4.06% of the average net
assets of the Fund's Class B shares was not reimbursed or recovered by John
Hancock Funds through the receipt of deferred sales charges or Rule 12b-1 fees
in prior periods.

Information on the Fund's total expenses is in the Financial Highlights section
of this Prospectus.

DIVIDENDS AND TAXES

DIVIDENDS. The Fund generally declares and distributes dividends representing
all or substantially all net investment income, if any, annually. The Fund will
distribute net short-term or long-term capital gains, if any, at least annually.

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

THE FUND GENERALLY DECLARES AND
DISTRIBUTES DIVIDENDS ANNUALLY.

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

Dividends are reinvested on the record dates in additional shares of your class
unless you elect the option to receive them in cash. If you elect the cash
option and the U.S. Postal Service cannot deliver your checks, your election
will be converted to the reinvestment option. Because of the higher expenses
associated with Class B shares, any dividends on these shares will be lower than
those on the Class A shares. See "Share Price."

10
<PAGE> 178

term capital gains. These dividends are taxable whether received in cash or
reinvested in additional shares. Certain dividends paid by the Fund in January
of a given year may be taxable to you as if you received them the prior
December. Corporate shareholders may be entitled to take the corporate dividends
received deduction for dividends received from the Fund that are attributable to
dividends received by the Fund from U.S. domestic corporations, subject to
certain restrictions under the Internal Revenue Code of 1986, as amended (the
"Code").

When you redeem (sell) or exchange shares, you may realize a taxable gain or
loss.

The Fund may be subject to foreign withholding taxes or other foreign taxes on
income (possibly including capital gains) on certain of its foreign investments,
if any, which will reduce the yield or return from those investments. The Fund
expects that it will generally not qualify to pass such taxes through to its
shareholders, who consequently will generally not include them in income or be
entitled to associated foreign tax credits or deductions.

In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund. A
state income (and possibly local income and/or intangible property) tax
exemption is generally available to the extent the Fund's distributions are
derived from interest on (or, in the case of intangibles taxes, the value of its
assets is attributable to) certain U.S. Government obligations, provided in some
states that certain thresholds for holdings of such obligations and/or reporting
requirements are satisfied. Non-U.S. shareholders and tax-exempt shareholders
are subject to different tax treatment not described above. You should consult
your tax adviser for specific advice.

PERFORMANCE

11
<PAGE> 179

Total return calculations for Class A shares generally include the effect of
paying the maximum sales charge (except as shown in "The Fund's Financial
Highlights"). Investments at a lower sales charge would result in higher
performance figures. Total return calculations for the Class B shares reflect
deduction of the applicable contingent deferred sales charge imposed on a
redemption of shares held for the applicable period. All calculations assume
that dividends are reinvested at net asset value on the reinvestment dates
during the periods. Total return for Class A and Class B shares will be
calculated separately and, because each class is subject to different expenses,
the total return may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of both
classes in any advertisement or promotional materials including Fund performance
data. The value of the Fund's shares, when redeemed, may be more or less than
their original cost. Total return is an historical calculation and is not an
indication of future performance. See "Factors to Consider in Choosing an
Alternative."

HOW TO BUY SHARES
- --------------------------------------------------------------------------------

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

12
<PAGE> 180

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

<TABLE>
<S> <C> <C> <C>
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of shares you own, your account
number and the name(s) in which the account is registered.
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Emerging Growth Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>

13
<PAGE> 181

SHARE PRICE

The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Board of Directors. Short-term debt
investments maturing within 60 days are valued at amortized cost, which the
Board of Directors has determined approximates market value. Foreign securities
are valued on the basis of quotations from the primary market in which they are
traded, and are translated from the local currency into U.S. dollars using
current exchange rates. If quotations are not readily available or the values
have been materially affected by events occurring after the closing of a foreign
market, assets are valued by a method that the Board believes accurately
reflects fair value. The NAV is calculated once daily as of the close of regular
trading on the New York Stock Exchange (the "Exchange") (generally at 4:00 P.M.,
New York time) on each day that the Exchange is open.

INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
AMOUNT INVESTED SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
(INCLUDING SALES A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
CHARGE) OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
- ---------------- ---------------- --------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $50,000 5.00% 5.26% 4.25% 4.01%
$50,000 to $99,999 4.50% 4.71% 3.75% 3.51%
$100,000 to $249,999 3.50% 3.63% 2.85% 2.61%
$250,000 to $499,999 2.50% 2.56% 2.10% 1.86%
$500,000 to $999,999 2.00% 2.04% 1.60% 1.36%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)

<FN>

</TABLE>

14
<PAGE> 182

than distribution and service fees, the Fund does not bear distribution
expenses.

(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.

Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.

In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.

Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."

The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,

15
<PAGE> 183

no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
Class A shares.

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

YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
ON YOUR INVESTMENT IN CLASS A SHARES.

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

1. Your current purchase of Class A shares of the Fund.
2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and
3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."

EXAMPLE:

If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:

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

CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.

16
<PAGE> 184

In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.

<TABLE>
<S> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
$2) -80
------
- - Amount subject to CDSC $ 400
</TABLE>

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with

17
<PAGE> 185

distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.

<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------- -----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>

- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.

18
<PAGE> 186

waiver also applies to certain returns of excess contributions made to these
plans. In all cases, the distributions must be free from penalty under the
Code.

- - Redemptions due to death or disability.

- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.

- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $500 invested in the Fund.

- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.

- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.

HOW TO REDEEM SHARES

You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).

19
<PAGE> 187

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

<TABLE>
<S> <C> <C>
BY TELEPHONE All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from 8:00
A.M. to 4:00 P.M. (New York time), Monday through Friday,
excluding days on which the Exchange is closed. Investor Services
employs the following procedures to confirm that instructions
received by telephone are genuine. Your name, the account number,
taxpayer identification number applicable to the account and
other relevant information may be requested. In addition,
telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address on
the account must not have changed for the last thirty days. A
check will be mailed to the exact name(s) and address shown on
the account.
If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized
or fraudulent telephone instructions. In all other cases, neither
the Fund nor Investor Services will be liable for any loss or
expense for acting upon telephone instructions made in accordance
with the telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that are in
certificated form.
During periods of extreme economic conditions or market changes,
telephone requests may be difficult to implement due to a large
volume of calls. During these times, you should consider placing
redemption requests in writing or use EASI-Line. EASI-Line's
telephone number is 1-800-338-8080.
- ---------------------------------------------------------------------------------
BY WIRE If you have a telephone redemption form on file with the Fund,
redemption proceeds of $1,000 or more can be wired on the next
business day to your designated bank account, and a fee
(currently $4.00) will be deducted. You may also use electronic
funds transfer to your assigned bank account, and the funds are
usually collectible after two business days. Your bank may or may
not charge a fee for this service. Redemptions of less than
$1,000 will be sent by check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
included with this Prospectus.
- ---------------------------------------------------------------------------------
IN WRITING Send a stock power or "letter of instruction" specifying the name
of the Fund, the dollar amount or the number of shares to be
redeemed, your name, class of shares, your account number and the
additional requirements listed below that apply to your
particular account.
- ---------------------------------------------------------------------------------
</TABLE>

<PAGE> 188

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less,
John Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a
securities broker or dealer, including a government or municipal securities
broker or dealer, that is a member of a clearing corporation or meets certain
net capital requirements; (iii) a credit union having authority to issue
signature guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v)
a national securities exchange, a registered securities exchange or a clearing
agency.
</TABLE>
- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
</TABLE>

- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.

Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $500 (except accounts under retirement plans) and to mail the
proceeds to the shareholder, or the transfer agent may impose an annual fee of
$10.00. No account will be involuntarily redeemed or additional fee imposed,
if the value of the account is in excess of the Fund's minimum initial
investment or if the value of the account falls below the required minimum as
a result of market action. No CDSC will be imposed on involuntary redemptions
of shares.

ADDITIONAL SERVICES AND PROGRAMS

EXCHANGE PRIVILEGE
If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
- -------------------------------------------------------------------------------
YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------
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. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). 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. However, if you exchange Class B shares
purchased prior to January 1,
21
<PAGE> 189

1994 for Class B shares of any other John Hancock fund, you will be subject to
the CDSC schedule in effect on your initial purchase date.

You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to a
CDSC upon redemption.

An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.

When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.

BY TELEPHONE

2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.

22
<PAGE> 190

3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.

IN WRITING

1. In a letter, request an exchange and list the following:

Sign your request exactly as the account is registered.

2. Mail the request and information to:

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

REINVESTMENT PRIVILEGE

2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.

3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.

SYSTEMATIC WITHDRAWAL PLAN

23
<PAGE> 191

2. To be eligible, you must have at least $5,000 in your account.

3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.

4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.

6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)

2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.

3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.

4. There is no charge to you for this program, and there is no cost to the Fund.

5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.

GROUP INVESTMENT PROGRAM

2. The initial aggregate investment of all participants in the group must be at
least $250.

3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.

24
<PAGE> 192

RETIREMENT PLANS

INVESTMENTS, TECHNIQUES AND RISK FACTORS
SECURITIES OF FOREIGN ISSUERS. Investments in foreign securities may involve a
greater degree of risk than those in domestic securities due to exchange
controls, less publicly available information, more volatile or less liquid
securities markets, and the possibility of expropriation, confiscatory taxation
or political, economic or social instability. There may be difficulty in
enforcing legal rights outside the United States. Some foreign companies are not
generally subject to the same uniform accounting, auditing and financial
reporting requirements as domestic companies; also foreign regulation may differ
considerably from domestic regulation of stock exchanges, brokers and
securities. Security trading practices abroad may offer less protection to
investors such as the Fund.

25
<PAGE> 193

CONVERTIBLE SECURITIES. The Fund may invest in convertible securities. Up to
10% of the Fund's total assets may be invested in convertible securities rated
as low as "B" by S&P or Moody's or, if unrated, determined by the Adviser to be
comparable in quality to those rated "B." Convertible securities rated less than
"BBB" by S&P or "Baa" by Moody's, which are included in the category of
securities commonly called "junk bonds," generally involve greater volatility of
price and risk of loss of principal and income than securities in the higher
rating categories and these securities are considered speculative by S&P and
Moody's. The secondary market for "lower rated" convertible securities may be
less liquid than for higher rated securities. The limited liquidity of the
market may adversely affect the ability of the Board of Directors to arrive at a
fair value for certain securities at certain times and could make it difficult
for the Fund to sell the securities. See "Convertible Securities" in the
Statement of Additional Information for a further discussion of convertible
securities.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its net
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, restricted securities and securities that are not readily
marketable. Without regard to this limitation, the Fund may invest in restricted
securities eligible for resale to certain institutional investors pursuant to
Rule 144A under the Securities Act of 1933 as long as such securities meet
liquidity guidelines established by the Board of Directors.

LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33% of its total assets taken at current value or may
enter into repurchase agreements. In a repurchase agreement, the Fund buys a
security subject to the right and obligation to sell it back to the counterparty
at the same price plus accrued interest. These transactions must be fully
collateralized at all times. The Fund may reinvest any cash collateral in
short-term, liquid debt securities. However, these transactions may involve some
credit risk to the Fund if the other party should default on its obligation and
the Fund is delayed in or prevented from recovering the collateral. Securities
loaned by the Fund will remain subject to fluctuations of market value.

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determines that the interest income to be earned from the investment of the
proceeds is greater than the interest expense of the transaction. To minimize
various risks associated with reverse repurchase agreements, the Fund will
establish and maintain with the Custodian a separate account consisting of cash
or liquid, high grade debt securities in an amount at least equal to the
repurchase prices of the securities (plus any accrued interest thereon) under
such agreements. In addition, the Fund's investment restrictions provide that
the Fund would not enter into reverse repurchase agreements exceeding, in the
aggregate, 33 1/3% of the value of its total assets (including for this purpose
other borrowings of the Fund). The Fund will enter into reverse repurchase
agreements only with selected registered broker/dealers or with federally
insured banks or savings and loan associations which are approved in advance as
being creditworthy by the Board of Directors. Under procedures established by
the Board of Directors, the Adviser will monitor the creditworthiness of the
firms involved.

OPTIONS AND FUTURES TRANSACTIONS. The Fund may buy and sell options contracts
on equity securities and stock indices, stock index futures contracts and
options on such futures contracts. Options and futures contracts are bought and
sold to enhance return or to manage the Fund's exposure to changing security
prices. Some options and futures strategies, including selling futures, buying
puts and writing calls, tend to hedge a Fund's investments against price
fluctuations. Other strategies, including buying futures, writing puts, and
buying calls, tend to increase market exposure. Options and futures may be
combined with each other or with forward contracts in order to adjust the risk
and return characteristics of the overall strategy. All of the Fund's futures
contracts and options on futures contracts will be traded on a U.S. commodity
exchange or board of trade. The Fund's transactions in options and futures
contracts may be limited by the requirements of the Code for qualification as a
regulated investment company. See the

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<PAGE> 195

Statement of Additional Information for further discussion of options and
futures transactions, including tax effects and investment risks.

Leverage and Volatility Risk. Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.

Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.

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(NOTES)

<PAGE> 197

JOHN HANCOCK SERIES, INC.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

consisting of six series,

JOHN HANCOCK MONEY MARKET FUND B
JOHN HANCOCK GLOBAL RESOURCES FUND
JOHN HANCOCK GOVERNMENT INCOME FUND
JOHN HANCOCK HIGH YIELD BOND FUND
JOHN HANCOCK HIGH YIELD TAX-FREE FUND
JOHN HANCOCK EMERGING GROWTH FUND

(each, a "Fund" and collectively, the "Funds")

CLASS A AND CLASS B SHARES

STATEMENT OF ADDITIONAL INFORMATION
MAY 15, 1995

This Statement of Additional Information ("SAI") provides information
about John Hancock Series, Inc. (the "Corporation") and the Funds, in addition
to the information that is contained in the Funds' Prospectuses dated May 15,
1995.

This SAI is not a prospectus. It should be read in conjunction with
the Funds' Prospectuses, copies of which can be obtained free of charge by
writing or telephoning:

John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
1-800-225-5291

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Organization of the Corporation.......................... 3
Investment Objectives and Policies....................... 3
Certain Investment Practices............................. 5
Special Investment Techniques............................ 21
Investment Restrictions.................................. 25
Those Responsible for Management......................... 30
Investment Advisory and Other Services................... 37
Distribution Contract.................................... 42
Net Asset Value.......................................... 45
Initial Sales Charge on Class A Shares................... 47
Deferred Sales Charge on Class B Shares.................. 48
Special Redemptions...................................... 49
Additional Services and Programs......................... 49
</TABLE>
<PAGE> 198

<TABLE>
<S> <C>
Description of the Corporation's Shares.................. 50
Tax Status............................................... 51
Calculation of Performance............................... 56
Brokerage Allocation..................................... 61
Transfer Agent Services.................................. 63
Custody of Portfolios.................................... 64
Independent Auditors..................................... 64
Appendix A............................................... A-1
Financial Statements..................................... F-1
</TABLE>

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ORGANIZATION OF THE CORPORATION

The Corporation is an open-end management investment company
organized as a Maryland corporation on June 22, 1987. The Corporation
currently has six series: John Hancock Emerging Growth Fund, John
Hancock Global Resources Fund, John Hancock Government Income Fund,
John Hancock High Yield Bond Fund, John Hancock High Yield Tax-Free
Fund and John Hancock Money Market Fund B. Prior to December 22,
1994, the Funds were called Transamerica Emerging Growth Fund,
Transamerica Global Resources Fund, Transamerica Government Income
Fund, Transamerica High Yield Bond Fund, Transamerica High Yield Tax-
Free Fund and Transamerica Money Market Fund B.

Each Fund is managed by John Hancock Advisers, Inc. (the
"Adviser"), a wholly-owned indirect subsidiary of John Hancock Mutual
Life Insurance Company (the "Life Company"), chartered in 1862 with
national headquarters at John Hancock Place, Boston, Massachusetts.
John Hancock Funds, Inc. ("John Hancock Funds") acts as principal
distributor of the shares of the Funds.

INVESTMENT OBJECTIVES AND POLICIES

John Hancock Emerging Growth Fund ("Emerging Growth Fund") seeks
long-term growth of capital through investing primarily (at least 80%
of its assets in normal circumstances) in the common stocks of rapidly
growing small-sized companies (those with a market capitalization of
$500 million or less) to medium-sized companies (those with a market
capitalization of up to $1 billion.) Current income is not a factor
of consequence in the selection of stocks for the Fund.

John Hancock Global Resources Fund's ("Global Resources Fund")
investment objectives are to protect the purchasing power of
shareholders' capital and to achieve growth of capital. The first of
these objectives means that the Fund seeks to protect generally
shareholders' invested capital against erosion of the value of the
U.S. dollar through inflation. Current income will not be a primary
consideration in selecting securities. However, it will be an
important factor in making selections among securities believed
otherwise comparable by the Investment Adviser.

John Hancock Government Income Fund's ("Government Income Fund")
investment objective is to earn a high level of current income
consistent with preservation of capital by investing primarily in
securities that are issued or guaranteed as to principal and interest
by the U.S. government, its agencies or instrumentalities ("U.S.
Government Securities.") The Fund may seek to enhance its current
return and may seek to hedge against changes in interest rates by
engaging in transactions involving options, futures and options on
futures. The Fund expects that under normal market conditions it will
invest at least 80% of its total assets in U.S. Government Securities.

John Hancock High Yield Bond Fund's ("High Yield Bond Fund") primary
investment objective is to maximize current income without assuming
undue risk by investing in a diversified portfolio consisting
primarily of lower-rated, high yielding, fixed income securities, such
as: domestic and foreign corporate bonds; debentures and notes;
convertible securities; preferred stocks; and domestic and foreign
government obligations. As a secondary objective, the Fund seeks
capital appreciation, but only when it is consistent with the primary
objective of maximizing current income.

John Hancock High Yield Tax-Free Fund ("High Yield Tax-Free Fund") has
as its primary investment objective to obtain a high level of current
income that is largely exempt from federal income taxes and is
consistent with the preservation of capital. The Fund pursues this
objective

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by normally investing substantially all of its assets in medium and
lower quality obligations, including bonds, notes and commercial
paper, issued by or on behalf of states, territories and possessions
of the United States, The District of Columbia and their political
subdivisions, agencies or instrumentalities, the interest on which is
exempt from federal income tax ("tax- exempt securities"). The Fund
seeks as its secondary objective preservation of capital by purchasing
and selling interest rate futures contracts ("financial futures") and
tax-exempt bond index futures contracts ("index futures"), and by
purchasing and writing put and call options on debt securities,
financial futures, tax-exempt bond indices and index futures to hedge
against changes in the general level of interest rates.

John Hancock Money Market Fund B ("Money Market Fund") seeks to
provide maximum current income consistent with the preservation of
capital and maintenance of liquidity through investing in high quality
money market instruments. Securities in which the Fund invests may
not earn as high a level of current income as longer term or lower
quality securities, which generally have less liquidity, greater
market risk, and more fluctuation in market value.

_________________________________

Each Fund is a "diversified" management investment company under
the Investment Company Act of 1940 (the "1940 Act"). This means that
with respect to 75% of its total assets: (1) the Fund may not invest
more than 5% of its total assets in the securities of any one issuer
other than U.S. Government securities and securities of other
investment companies and (2) the Fund may not own more than 10% of the
outstanding voting securities of any one issuer. In applying these
limitations, a guarantee of a security will not be considered a
security of the guarantor, provided that the value of all securities
issued or guaranteed by that guarantor, and owned by the Fund, does
not exceed 10% of the Fund's total assets. In determining the issuer
of a security, each state and each political subdivision agency, and
instrumentality of each state and each multi-state agency of which
such state is a member is a separate issuer. Where securities are
backed only by assets and revenues of a particular instrumentality,
facility or subdivision, such entity is considered the issuer.

There can be no assurance that the Funds will achieve their
respective investment objectives.

Investment Philosophy of Global Resources Fund. The Adviser
believes that, based upon past performance, the securities of specific
companies that hold different types of substantial resource assets or
engage in resource-related or energy-related activities may move
relatively independently of one another during different stages of
inflationary or deflationary cycles because of different degrees of
demand for, or market values of, their respective resource holdings or
resource-related or energy-related business during particular portions
of such cycles. For example, during the period 1976 to 1980, the
prices of oil company stocks increased relatively more than the prices
of coal company stocks when compared to the performance of relevant
stock market indices. The Adviser will seek to identify companies or
asset-based securities which it believes are attractively priced
relative to the intrinsic value of the underlying resource assets or
resource-related or energy-related business or are especially well
positioned to benefit during particular portions of inflationary or
deflationary cycles. It is expected that when management of the Fund
anticipates significant economic, political or financial instability,
such as high inflationary or deflationary pressures or major
dislocations in the foreign currency exchange markets, the Fund may,
in seeking to protect the purchasing power of shareholders' capital,
invest a majority of its assets in companies that explore for,
extract, process or deal in gold or in asset-based securities indexed
to the value of gold bullion. Such a switch in investment strategies
could result in substantial liquidation of portfolio securities and
significant transaction costs. The Fund's approach of active
investment management enables it to switch its emphasis among

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various industry groups, depending upon the Adviser's outlook with
respect to prevailing trends and developments. The Fund may seek to
hedge its portfolio partially by writing covered call options or
purchasing put options on its portfolio holdings.

CERTAIN INVESTMENT PRACTICES

Purchases of Warrants. Emerging Growth Fund's and Global
Resources Fund's investment policies permit the purchase of rights and
warrants, which represent rights to purchase the common stock of
companies at designated prices. No such purchase will be made by a
Fund, however, if the Fund's holdings of warrants (valued at lower of
cost or market) would exceed 5% of the value of the Fund's total net
assets as a result of the purchase. In addition, no Fund will
purchase a warrant or right which is not listed on the New York or
American Stock Exchanges if the purchase would result in the Fund's
owning unlisted warrants in an amount exceeding 2% of its net assets.

Eurodollar and Yankee Certificates of Deposit ("CDs") and
Bankers' Acceptance ("BAs"). Money Market Fund B may invest in
Eurodollar CDs and BAs and Yankee CDs and BAs. These instruments are
traded in the secondary market and are subject to the same risks as
investments in CDs and BAs of domestic banks, including interest rate
fluctuations and creditworthiness of the issuing banks. Eurodollar
CDs and BAs issued by foreign banks also are subject to certain risks
not associated with similar investments in domestic obligations, such
as the risk that the country where the branch is located might impose
currency controls, interest limitations or a moratorium which could
terminate or modify the issuing bank's liability against its
outstanding Eurodollar obligation. Additionally, there currently are
no reserve requirements for Eurodollar CDs and BAs and they are not
insured by the FDIC or any other U.S. governmental agency. In the
case of Eurodollar CDs and BAs issued by foreign branches of domestic
banks, the issuing branch is subject to similar such risks. To the
extent, however, that payment on such Eurodollar CDs and BAs is
ultimately the obligation of the domestic parent, if the issuing
branch fails to make payment, such Eurodollar CDs and BAs do not
present risks significantly greater than those associated with CDs and
BAs issued by domestic banks.

In the case of Yankee CDs and BAs, while foreign banks are not
subject to the same regulatory system as domestic banks, domestic
branches of foreign banks are subject to certain federal and/or state
regulation. Yankee CDs and BAs with maturities of less than 18 months
are subject to the Federal Reserve System's reserve requirements;
however, they may or may not be insured by the FDIC. The markets for
Eurodollar and Yankee CDs and BAs may be less liquid than the market
for similar obligations issued by domestic branches of U.S. banks.

Foreign Securities and Emerging Countries. Emerging Growth Fund,
Global Resources Fund and High Yield Bond Fund may invest in
securities of foreign issuers. These Funds may also invest in debt
and equity securities of corporate and governmental issuers of
countries with emerging economies or securities markets. Government
Income Fund may invest in foreign currency denominated securities of
foreign governments considered stable by the Investment Adviser and
may hedge such investments through various options and futures
transactions involving foreign currencies.

Investing in securities of non-U.S. issuers, and in particular
emerging countries, may entail greater risks than investing in
securities of issuers in the U.S. These risks include (i) less
social, political and economic stability; (ii) the small current size
of the markets for many such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and
in greater price volatility; (iii) certain national policies which may
restrict a Fund's investment opportunities, including restrictions on
investment in issuers or industries deemed sensitive to

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national interests; (iv) foreign taxation; and (v) the absence of
developed structures governing private or foreign investment or
allowing for judicial redress for injury to private property.

Investing in securities of non-U.S. companies may entail
additional risks due to the potential political and economic
instability of certain countries and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on
foreign investment and on repatriation of capital invested. In the
event of such expropriation, nationalization or other confiscation by
any country, a Fund could lose its entire investment in any such
country.

In addition, even though opportunities for investment may exist
in foreign countries, and in particular emerging markets, any change
in the leadership or policies of the governments of those countries or
in the leadership or policies of any other government which exercises
a significant influence over those countries, may halt the expansion
of or reverse the liberalization of foreign investment policies now
occurring and thereby eliminate any investment opportunities which may
currently exist.

Investors should note that upon the accession to power of
authoritarian regimes, the governments of a number of Latin American
countries previously expropriated large quantities of real and
personal property similar to the property which may be represented by
the securities purchased by the Funds. The claims of property owners
against those governments were never finally settled. There can be no
assurance that any property represented by foreign securities
purchased by a Fund will not also be expropriated, nationalized, or
otherwise confiscated. If such confiscation were to occur, a Fund
could lose a substantial portion of its investments in such countries.
A Fund's investments would similarly be adversely affected by exchange
control regulation in any of those countries.

Certain countries in which the Funds may invest may have vocal
minorities that advocate radical religious or revolutionary
philosophies or support ethnic independence. Any disturbance on the
part of such individuals could carry the potential for wide-spread
destruction or confiscation of property owned by individuals and
entities foreign to such country and could cause the loss of a Fund's
investment in those countries.

Certain countries prohibit or impose substantial restrictions on
investments in their capital markets, particularly their equity
markets, by foreign entities such as the Funds. As illustrations,
certain countries require governmental approval prior to investments
by foreign persons, or limit the amount of investment by foreign
persons in a particular company, or limit the investment by foreign
persons to only a specific class of securities of a company that may
have less advantageous terms than securities of the company available
for purchase by nationals. Moreover, the national policies of certain
countries may restrict investment opportunities in issuers or
industries deemed sensitive to national interests. In addition, some
countries require governmental approval for the repatriation of
investment income, capital or the proceeds of securities sales by
foreign investors. A Fund could be adversely affected by delays in,
or a refusal to grant, any required governmental approval for
repatriation, as well as by the application to it of other
restrictions on investments.

Foreign companies are subject to accounting, auditing and
financial standards and requirements that differ, in some cases
significantly, from those applicable to U.S. companies. In
particular, the assets, liabilities and profits appearing on the
financial statements of such a company may not reflect its financial
position or results of operations in the way they would be reflected
had such financial statements been prepared in accordance with U.S.
generally accepted accounting principles. Most foreign securities
held by the Funds will not be registered with the Securities and
Exchange Commission (the "SEC") and such issuers thereof will not be
subject to the SEC's reporting requirements. Thus, there will be less
available information concerning

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foreign issuers of securities held by the Funds than is available
concerning U.S. issuers. In instances where the financial statements
of an issuer are not deemed to reflect accurately the financial
situation of the issuer, the Adviser or Subadviser will take
appropriate steps to evaluate the proposed investment, which may
include on-site inspection of the issuer, interviews with its
management and consultations with accountants, bankers and other
specialists. There is substantially less publicly available
information about foreign companies than there are reports and ratings
published about U.S. companies and the U.S. government. In addition,
where public information is available, it may be less reliable than
such information regarding U.S. issuers.

Because the Funds may invest, and Global Resources Fund will
(under normal circumstances) invest a substantial portion of their
total assets, in securities which are denominated or quoted in foreign
currencies, the strength or weakness of the U.S. dollar against such
currencies may account for part of the Funds' investment performance.
A decline in the value of any particular currency against the U.S.
dollar will cause a decline in the U.S. dollar value of a Fund's
holdings of securities denominated in such currency and, therefore,
will cause an overall decline in the Fund's net asset value and any
net investment income and capital gains to be distributed in U.S.
dollars to shareholders of the Fund.

The rate of exchange between the U.S. dollar and other currencies
is determined by several factors including the supply and demand for
particular currencies, central bank efforts to support particular
currencies, the movement of interest rates, the pace of business
activity in certain other countries and the U.S., and other economic
and financial conditions affecting the world economy.

Although the Funds value their respective assets daily in terms
of U.S. dollars, the Funds do not intend to convert their holdings of
foreign currencies into U.S. dollars on a daily basis. However, the
Funds may do so from time to time, and investors should be aware of
the costs of currency conversion. Although currency dealers do not
charge a fee for conversion, they do realize a profit based on the
difference ("spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Fund at one rate, while offering a lesser rate
of exchange should the Fund desire to sell that currency to the
dealer.

Securities of foreign issuers, and in particular many emerging
country issuers, may be less liquid and their prices more volatile
than securities of comparable U.S. issuers. In addition, foreign
securities exchanges and brokers are generally subject to less
governmental supervision and regulation than in the U.S., and foreign
securities exchange transactions are usually subject to fixed
commissions, which are generally higher than negotiated commissions on
U.S. transactions. In addition, foreign securities exchange
transactions may be subject to difficulties associated with the
settlement of such transactions. Delays in settlement could result in
temporary periods when assets of a Fund are uninvested and no return
is earned thereon. The inability of a Fund to make intended security
purchases due to settlement problems could cause the Fund to miss
attractive investment opportunities. Inability to dispose of a
portfolio security due to settlement problems either could result in
losses to a Fund due to subsequent declines in value of the portfolio
security or, if the Fund has entered into a contract to sell the
security could result in possible liability to the purchaser.

The Funds' investment income or, in some cases, capital gains
from foreign issuers may be subject to foreign withholding or other
taxes, thereby reducing the Funds' net investment income and/or net
realized capital gains. See "Tax Status."

Depositary Receipts. As discussed in the Prospectuses, Emerging
Growth Fund, Global Resources Fund and High Yield Bond Fund may invest
in the securities of foreign issuers in the form of American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") or

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other securities convertible into securities of foreign issuers.
These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted but rather
in the currency of the market in which they are traded. ADRs are
receipts typically issued by an American bank or trust company which
evidence ownership of underlying securities issued by a foreign
corporation. EDRs are receipts issued in Europe by banks or
depositories which evidence a similar ownership arrangement.
Generally, ADRs, in registered form, are designed for use in U.S.
securities markets and EDRs, in bearer form, are designed for use in
European securities markets.

Options on Foreign Currencies. Global Resources Fund may
purchase and write put and call options on foreign currencies for the
purpose of protecting against declines in the dollar value of
portfolio securities and against increases in the dollar cost of
securities to be acquired.

As in the case of other types of options, however, the writing of
an option on foreign currency will constitute only a partial hedge,
such as the amount of the premium received and the Fund could be
required to purchase or sell foreign currencies at disadvantageous
exchange rates, thereby incurring losses. The purchase of an option
on foreign currency may constitute an effective hedge against
fluctuations in exchange rates although, in the event of rate
movements adverse to the Fund's position, it may forfeit the entire
amount of the premium plus related transaction costs.

Options on foreign currencies are traded in a manner
substantially similar to options on securities. In particular, an
option on foreign currency provides the holder with the right to
purchase, in the case of a call option, or to sell, in the case of a
put option, a stated quantity of a particular currency for a fixed
price up to a stated expiration date. The writer of the option
undertakes the obligation to deliver, in the case of a call option, or
to purchase, in the case of a put option, the quantity of the currency
called for in the option, upon exercise of the option by the holder.

As in the case of other types of options, the holder of an option
on foreign currency is required to pay a one-time, non-refundable
premium, which represents the cost of purchasing the option. The
holder can lose the entire amount of this premium, as well as related
transaction costs, but not more than this amount. The writer of the
option, in contrast, generally is required to make initial and
variation margin payments similar to margin deposits required in the
trading of futures contracts and the writing of other types of
options. The writer is therefore subject to risk of loss beyond the
amount originally invested and above the value of the option at the
time it is entered into. Certain options on foreign currencies like
forward contracts are traded over-the-counter through financial
institutions acting as market-makers in such options and the
underlying currencies. Such transactions therefore involve risks not
generally associated with exchange- traded instruments. Options on
foreign currencies may also be traded on national securities exchanges
regulated by the SEC or commodities exchanges regulated by the
Commodity Futures Trading Commission.

Forward Foreign Currency Contracts. Emerging Growth Fund, Global
Resources Fund and High Yield Bond Fund may engage in forward foreign
currency transactions. Generally, the foreign currency exchange
transactions of the Funds 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. A Fund may also deal in forward
foreign currency exchange contracts involving currencies of the
different countries in which it may invest as a hedge against possible
variations in the foreign exchange rate between these currencies.
This is accomplished through contractual agreements to purchase or
sell a specified currency at a specified future date and price set at
the time of the contract. The Funds' dealings in forward foreign
currency exchange contracts will be limited to hedging either
specified transactions or portfolio positions. Transaction hedging is
the purchase

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or sale of forward foreign currency contracts with respect to specific
receivables or payables of a Fund accruing in connection with the
purchase and sale of its portfolio securities denominated in foreign
currencies. Portfolio hedging is the use of forward foreign currency
contracts to offset portfolio security positions denominated or quoted
in such foreign currencies. A Fund will not attempt to hedge all of
its foreign portfolio positions and will enter into such transactions
only to the extent, if any, deemed appropriate by the Adviser. The
Board of Directors has adopted a policy of monitoring the Funds'
foreign currency contract income to assure that the Funds qualify as
regulated investment companies under the Internal Revenue Code of
1986, as amended (the "Code"). The Fund will not engage in
speculative forward foreign currency exchange transactions.

If a Fund purchases a forward contract, its custodian bank will
segregate cash or high grade liquid debt 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.
Those assets will be valued at market daily and if the value of the
securities in the separate account declines, additional cash or
securities will be placed in the account so that the value of the
account will be equal to the amount of the Fund's commitment with
respect to such contracts.

Hedging against a decline in the value of 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 a
Fund to hedge against a devaluation that is so generally anticipated
that the Fund is not able to contract to sell the currency at a price
above the devaluation level it anticipates.

The cost to a Fund of engaging in foreign currency exchange
transactions varies with such factors as the currency involved, the
length of the contract period and the market conditions then
prevailing. Since transactions in foreign currency are usually
conducted on a principal basis, no fees or commissions are involved.

Government Securities. Certain U.S. Government securities,
including U.S. Treasury bills, notes and bonds, and Government
National Mortgage Association certificates ("Ginnie Maes"), 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 ("Freddie Macs"), and obligations supported by the credit
of the instrumentality, such as Federal National Mortgage Association
Bonds ("Fannie Maes"). 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.

Mortgage-Backed Securities. Government Income Fund and High
Yield Bond Fund may invest in mortgage pass-through certificates and
multiple-class pass-through securities, such as real estate mortgage
investment conduits ("REMIC") pass-through certificates,
collateralized mortgage obligations ("CMOs") and stripped
mortgage-backed securities ("SMBS"), and other types of
"Mortgage-Backed Securities" that may be available in the future.

Guaranteed Mortgage Pass-Through Securities. Guaranteed mortgage
pass-through securities represent participation interests in pools of
residential mortgage loans and are issued by U.S. Governmental or
private lenders and guaranteed by the U.S. Government or one of its
agencies or instrumentalities, including but not limited to the
Government National Mortgage Association ("Ginnie Mae"), the Federal
National Mortgage Association ("Fannie Mae") and the

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Federal Home Loan Mortgage Corporation ("Freddie Mac"). Ginnie Mae
certificates are guaranteed by the full faith and credit of the U.S.
Government for timely payment of principal and interest on the
certificates. Fannie Mae certificates are guaranteed by Fannie Mae, a
federally chartered and privately owned corporation, for full and
timely payment of principal and interest on the certificates. Freddie
Mac certificates are guaranteed by Freddie Mac, a corporate
instrumentality of the U.S. Government, for timely payment of interest
and the ultimate collection of all principal of the related mortgage
loans.

Multiple-Class Pass-Through Securities and Collateralized
Mortgage Obligations. CMOs and REMIC pass-through or participation
certificates may be issued by, among others, U.S. Government agencies
and instrumentalities as well as private lenders. CMOs and REMIC
certificates are issued in multiple classes and the principal of and
interest on the mortgage assets may be allocated among the several
classes of CMOs or REMIC certificates in various ways. Each class of
CMOs or REMIC certificates, often referred to as a "tranche," is
issued at a specific adjustable or fixed interest rate and must be
fully retired no later than its final distribution date. Generally,
interest is paid or accrues on all classes of CMOs or REMIC
certificates on a monthly basis.

Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or
Freddie Mac certificates but also may be collateralized by other
mortgage assets such as whole loans or private mortgage pass-through
securities. Debt service on CMOs is provided from payments of
principal and interest on collateral of mortgaged assets and any
reinvestment income thereon.

A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages primarily secured by
interests in real property and other permitted investments.

Stripped Mortgage-Backed Securities. SMBS are derivative
multiple-class mortgage- backed securities. SMBS are usually
structured with two classes that receive different proportions of
interest and principal distributions on a pool of mortgage assets. A
typical SMBS will have one class receiving some of the interest and
most of the principal, while the other class will receive most of the
interest and the remaining principal. In the most extreme case, one
class will receive all of the interest (the "interest only" class)
while the other class will receive all of the principal (the
"principal only" class). The yields and market risk of interest only
and principal only SMBS, respectively, may be more volatile than those
of other fixed income securities. The staff of the SEC considers
privately issued SMBS to be illiquid.

Structured or Hybrid Notes. Government Income Fund, High Yield
Bond Fund and High Yield Tax-Free Fund may invest in "structured" or
"hybrid" notes. The distinguishing feature of a structured or hybrid
note is that the amount of interest and/or principal payable on the
note is based on the performance of a benchmark asset or market other
than fixed-income securities or interest rates. Examples of these
benchmarks include stock prices, currency exchange rates and physical
commodity prices. Investing in a structured note allows a Fund to
gain exposure to the benchmark market while fixing the maximum loss
that the Fund may experience in the event that market does not perform
as expected. Depending on the terms of the note, a Fund may forego
all or part of the interest and principal that would be payable on a
comparable conventional note; a Fund's loss cannot exceed this
foregone interest and/or principal. An investment in structured or
hybrid notes involves risks similar to those associated with a direct
investment in the benchmark asset.

Risk Factors Associated with Mortgage-Backed Securities.
Investing in Mortgage- Backed Securities involves certain risks,
including the failure of a counter-party to meet its commitments,
adverse interest rate changes and the effects of prepayments on
mortgage cash flows. In addition, investing in the lowest tranche of
CMOs and REMIC certificates involves

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risks similar to those associated with investing in equity securities.
Further, the yield characteristics of Mortgage-Backed Securities
differ from those of traditional fixed income securities. The major
differences typically include more frequent interest and principal
payments (usually monthly), the adjustability of interest rates, and
the possibility that prepayments of principal may be made
substantially earlier than their final distribution dates.

Prepayment rates are influenced by changes in current interest
rates and a variety of economic, geographic, social and other factors
and cannot be predicted with certainty. Both adjustable rate mortgage
loans and fixed rate mortgage loans may be subject to a greater rate
of principal prepayments in a declining interest rate environment and
to a lesser rate of principal prepayments in an increasing interest
rate environment. Under certain interest rate and prepayment rate
scenarios, a Fund may fail to recoup fully its investment in
Mortgage-Backed Securities notwithstanding any direct or indirect
governmental, agency or other guarantee. When a Fund reinvests
amounts representing payments and unscheduled prepayments of
principal, it may receive a rate of interest that is lower than the
rate on existing adjustable rate mortgage pass- through securities.
Thus, Mortgage-Backed Securities, and adjustable rate mortgage
pass-through securities in particular, may be less effective than
other types of U.S. Government securities as a means of "locking in"
interest rates.

Conversely, in a rising interest rate environment, a declining
prepayment rate will extend the average life of many Mortgage-Backed
Securities. This possibility is often referred to as extension risk.
Extending the average life of a Mortgage-Backed Security increases the
risk of depreciation due to future increases in market interest rates.

Risk Associated With Specific Types of Derivative Debt
Securities. Different types of derivative debt securities are subject
to different combinations of prepayment, extension and/or interest
rate risk. Conventional mortgage pass-through securities and
sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. Thus, the magnitude of exposure may be less
than for more leveraged Mortgage-Backed Securities.

The risk of early prepayments is the primary risk associated with
interest only debt securities ("IOs"), super floaters, other leveraged
floating rate instruments and Mortgage-Backed Securities purchased at
a premium to their par value. In some instances, early prepayments
may result in a complete loss of investment in certain of these
securities. The primary risks associated with certain other
derivative debt securities are the potential extension of average life
and/or depreciation due to rising interest rates.

These securities include floating rate securities based on the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating
rate securities, floating rate securities that are subject to a
maximum interest rate ("capped floaters"), Mortgage-Backed Securities
purchased at a discount, leveraged inverse floating rate securities
("inverse floaters"), principal only debt securities ("POs"), certain
residual or support tranches of CMOs and index amortizing notes.
Index amortizing notes are not Mortgage-Backed Securities, but are
subject to extension risk resulting from the issuer's failure to
exercise its option to call or redeem the notes before their stated
maturity date. Leveraged inverse IOs combine several elements of the
Mortgage-Backed Securities described above and thus present an
especially intense combination of prepayment, extension and interest
rate risks.

Planned amortization class ("PAC") and target amortization class
("TAC") CMO bonds involve less exposure to prepayment, extension and
interest rate risk than other Mortgage-Backed Securities, provided
that prepayment rates remain within expected prepayment ranges or
"collars." To the extent that prepayment rates remain within these
prepayment ranges, the residual or

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support tranches of PAC and TAC CMOs assume the extra prepayment,
extension and interest rate risk associated with the underlying
mortgage assets.

Other types of floating rate derivative debt securities present
more complex types of interest rate risks. For example, range
floaters are subject to the risk that the coupon will be reduced to
below market rates if a designated interest rate floats outside of a
specified interest rate band or collar. Dual index or yield curve
floaters are subject to depreciation in the event of an unfavorable
change in the spread between two designated interest rates. X-reset
floaters have a coupon that remains fixed for more than one accrual
period. Thus, the type of risk involved in these securities depends
on the terms of each individual X-reset floater.

Asset-Backed Securities. As described in their Prospectuses,
Government Income Fund and High Yield Bond Fund may invest a portion
of their assets in "Asset-Backed Securities" which are rated in one of
the two highest rating categories by a nationally recognized
statistical rating organization (e.g., Standard & Poor's Ratings Group
("S&P") or Moody's Investors Service, Inc. ("Moody's")) or if not so
rated, of equivalent investment quality in the opinion of the
Investment Adviser. The credit quality of most Asset-Backed
Securities depends primarily on the credit quality of the assets
underlying such securities, how well the entity issuing the security
is insulated from the credit risk of the originator or any other
affiliated entities and the amount and quality of any credit support
provided to the securities. The rate of principal payment on Asset-
Backed Securities generally depends on the rate of principal payments
received on the underlying assets which in turn may be affected by a
variety of economic and other factors. As a result, the yield on any
Asset-Backed Security is difficult to predict with precision and
actual yield to maturity may be more or less than the anticipated
yield to maturity. Asset-Backed Securities may be classified as
"pass-through certificates" such as some of the government guaranteed
mortgage-related securities described above, or "collateralized
obligations".

"Pass Through Certificates" are Asset-Backed Securities which
represent undivided fractional ownership interest in the underlying
pool of assets. Pass Through Certificates usually provide for
payments of principal and interest received to be passed through to
their holders, usually after deduction for certain costs and expenses
incurred in administering the pool. Because Pass Through Certificates
represent ownership interest in the underlying assets, the holders
thereof bear directly the risk of any defaults by the obligors on the
underlying assets not covered by any credit support. See "Types of
Credit Support".

Asset-Backed Securities issued in the form of debt instruments,
also known as collateralized obligations are generally issued as the
debt of a special purpose entity organized solely for the purpose of
owning such assets and issuing such debt. The assets collateralizing
such Asset-Backed Securities are pledged to a trustee or custodian for
the benefit of the holders thereof. Such issuers generally hold no
assets other than those underlying the asset-backed securities and any
credit support provided. As a result, although payments on such
asset-backed securities are obligations of the issuers, in the event
of defaults on the underlying assets not covered by any credit support
(see "Types of Credit Support"), the issuing entities are unlikely to
have sufficient assets to satisfy their obligations on the related
Asset-Backed Securities.

Methods of Allocating Cash Flows. While many Asset-Backed
Securities are issued with only one class of security, many Asset
Backed Securities are issued in more than one class, each with
different payment terms. Multiple class Asset-Backed Securities are
issued for two main reasons. First, multiple classes may be used as a
method of providing credit support. This is accomplished typically
through creation of one or more classes whose right to payments on the
Asset Backed Security is made subordinate to the right to such
payments of the remaining class or classes. See "Types of Credit
Support". Second, multiple classes may permit the issuance of
securities with payment terms, interest rates or other characteristics
differing both from those of

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each other and from those of the underlying assets. Examples include
so-called "multi-tranche CMOs" (CMOs (define above) with serial
maturities such that all principal payments received on the mortgages
underlying the securities are first paid to the class with the
earliest stated maturity and then sequentially to the class with the
next stated maturity), "Strips" (Asset-Backed Securities entitling the
holder to disproportionate interests with respect to the allocation of
interest and principal of the assets backing the security), and
securities with class or classes having characteristics which mimic
the characteristics of non-Asset Backed Securities, such as floating
interest rates (i.e., interest rates which adjust as a specified
benchmark changes) or scheduled amortization of principal.

Asset-Backed Securities in which the payment streams on the
underlying assets are allocated in a manner different than those
described above may be issued in the future. The Fund may invest in
such Asset-Backed Securities if such investment is otherwise
consistent with its investment objective and policies and with the
investment restrictions of the Fund.

Types of Credit Support. Asset-Backed Securities are often
backed by a pool of assets representing the obligations of a number of
different parties. To lessen the effect of failures by obligors on
underlying assets to make payments, such securities may contain
elements of credit support. Such credit support falls into two
classes: liquidity protection and protection against ultimate default
by an obligor on the underlying assets. Liquidity protection refers
to the provision of advances, generally by the entity administering
the pool of assets, to ensure that scheduled payments on the
underlying pool are made in a timely fashion. Protection against
ultimate default ensures ultimate payment of the obligations on at
least a portion of the assets in the pool. Such protection may be
provided through guarantees, insurance policies or letters of credit
obtained from third parties, through various means of structuring the
transaction or through a combination of such approaches. Examples of
Asset-Backed Securities with credit support arising out of the
structure of the transaction include "senior-subordinated securities"
(multiple class Asset-Backed Securities with certain classes
subordinate to other classes as to the payment of principal thereon,
with the result that defaults on the underlying assets are borne first
by the holders of the subordinated class) and Asset-Backed Securities
that have "reserve funds" (where cash or investments, sometimes funded
from a portion of the initial payments on the underlying assets, are
held in reserve against future losses) or that have been
"over-collateralized" (where the scheduled payments on, or the
principal amount of, the underlying assets substantially exceeds that
required to make payment of the Asset-Backed Securities and pay any
servicing or other fees). The degree of credit support provided on
each issue is based generally on historical information respecting the
level of credit risk associated with such payments. Delinquency or
loss in excess of that anticipated could adversely affect the return
on an investment in an Asset-Backed Security.

Automobile Receivable Securities. Government Income Fund and
High Yield Bond Fund may invest in Asset-Backed Securities backed by
receivables from motor vehicle installment sales contracts or
installment loans secured by motor vehicles ("Automobile Receivable
Securities"). Installment sales contracts for motor vehicles or
installment loans related thereto ("Automobile Contracts") typically
have a much shorter duration than mortgages; consequently the weighted
average life on an Automobile Receivable Security is typically
substantially shorter than that of a Mortgage-Backed Security. In
addition, because of the shorter average life of Automobile Receivable
Securities and the prepayment characteristics of most Automobile
Contracts, Automobile Receivable Securities generally are less
susceptible to the prepayment risks inherent in Mortgage-Backed
Securities.

Most entities that issue Automobile Receivable Securities create
an enforceable interest in their respective Automobile Contracts only
by filing a financing statement and by having the servicing agent of
the Automobile Contracts, which is usually the originator of the
Automobile

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Contracts, take custody thereof. In such circumstances, if the
servicing agent of the Automobile Contracts were to sell the same
Automobile Contracts to another party, in violation of its obligation
not to do so, there is a risk that such party could acquire an
interest in the Automobile Contracts superior to that of the holders
of Automobile Receivable Securities. Also although most Automobile
Contracts grant a security interest in the motor vehicle being
financed, in most states the security interest in a motor vehicle must
be noted on the certificate of title to create an enforceable security
interest against competing claims of other parties. Due to the large
number of vehicles involved, however, the certificate of title to each
vehicle financed, pursuant to the Automobile Contracts underlying the
Automobile Receivable Security, usually is not amended to reflect the
assignment of the seller's security interest for the benefit of the
holders of the Automobile Receivable Securities. Therefore, there is
the possibility that recoveries on repossessed collateral may not, in
some cases, be available to support payments on the securities. In
addition, various state and federal securities laws give the motor
vehicle owner the right to assert against the holder of the owner's
Automobile Contract certain defenses such owner would have against the
seller of the motor vehicle. The assertion of such defenses could
reduce payments on the Automobile Receivable Securities.

Credit Card Receivable Securities. Government Income Fund and
High Yield Bond Fund may invest in Asset-Backed Securities backed by
receivables from revolving credit card agreements ("Credit Card
Receivable Securities"). Credit balances on revolving credit card
agreements ("Accounts") are generally paid down more rapidly than are
Automobile Contracts. Most of the Credit Card Receivable Securities
issued publicly to date have been Pass Through Certificates. In order
to lengthen the maturity of Credit Card Receivable Securities, most
such securities provide for a fixed period during which only interest
payments on the underlying Accounts are passed through to the security
holder and principal payments received on such Accounts are used to
fund the transfer to the pool of assets supporting the related Credit
Card Receivable Securities of additional credit card charges made on
an Account. The initial fixed period usually may be shortened upon
the occurrence of specified events which signal a potential
deterioration in the quality of the assets backing the security, such
as the imposition of a cap on interest rates. The ability of the
issuer to extend the life of an issue of of Credit Card Receivable
Securities thus depends upon the continued generation of additional
principal amounts in the underlying accounts during the initial period
and the non-occurrence of specified events. The Tax Reform Act of
1986 has eliminated a taxpayer's ability to deduct consumer interest
in his or her federal income tax calculations, which along with
competitive and general economic factors could adversely affect the
rate at which new receivables are created in an Account and conveyed
to an issuer, shortening the expected average life of the related
Credit Card Receivable Security and reducing its yield. An
acceleration in cardholders' payment rates or any other event which
shortens the period during which additional credit card charges on an
Account may be transferred to the pool of assets supporting the
related Credit Card Receivable Security could have a similar effect on
the weighted average life and yield.

Credit card holders are entitled to the protection of a number of
state and federal consumer credit laws, many of which give such holder
the right to set off certain amounts against balances owed on the
credit card, thereby reducing amounts paid on Accounts. In addition,
unlike most other Asset-Backed Securities, Accounts are unsecured
obligations of the cardholder.

Lease-Backed Securities. Government Income Fund and High Yield
Bond Fund may also invest in securities backed by receivables from
leases of such items as automobiles, computers, aircraft and other
capital goods, as well as real property ("Lease-Backed Securities").
In the commercial context, a lessee often agrees to continue payments
on the lease, regardless of any claims it may have with respect to the
leased property or any obligations of the lessor to it. Often the
lessor will transfer or pledge to the issuer, to use as additional
collateral for the Lease-Backed

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Securities, an interest in the property underlying the leases as well
as its interest in any insurance covering such property.

Other Asset-Backed Securities. The Adviser anticipates that
Asset-Backed Securities backed by assets other than those described
above will be issued in the future. Government Income Fund and High
Yield Bond Fund may invest in such securities in the future if such
investment is otherwise consistent with its investment objective and
policies.

Asset-Based Securities. Global Resources Fund may invest in debt
securities, preferred stocks or convertible securities, the principal
amount, redemption terms or conversion terms of which are related to
the market price of some resource asset such as gold bullion. For the
purposes of the Fund's investment policies, these securities are
referred to as "Asset-Based Securities".

If the Asset-Based Security is backed by a bank letter of credit
or other similar facility, the Adviser may take such backing into
account in determining the credit quality of the Asset-Based Security.
Although an Asset-Based Security and the related natural resource
asset generally are expected to move in the same direction, there may
not be perfect correlation in the two price movements. Asset-Based
Securities may not be secured by a security interest in or claim on
the underlying natural resource assets. The Fund's holdings of such
securities may not generate appreciable current income and the return
from such securities primarily will be from any profit on the sale,
maturity or conversion thereof at a time when the price of the related
asset is higher than it was when the Fund purchased such securities.

The Asset-Based Securities in which the Fund may invest may bear
interest or pay preferred dividends at below market (or even
relatively nominal) rates. As an example, assume gold is selling at a
market price of $300 per ounce and an issuer sells a $1,000 face
amount gold related note with a seven year maturity, payable at
maturity at the greater of either $1,000 in cash or the then market
price of three ounces of gold. If, at maturity, the market price of
gold is $400 per ounce, the amount payable on the note would be
$1,200. Certain Asset-Based Securities may be payable at maturity in
cash at the stated principal amount or, at the option of the holder,
directly in a stated amount of the asset to which it is related. In
such instance, because the Fund presently does not intend to invest
directly in natural resource assets other than gold bullion, the Fund
would sell the Asset-Based Security in the secondary market, to the
extent one exists, prior to maturity if the value of the stated amount
of the asset exceeds the stated principal amount and thereby realize
the appreciation in the underlying asset.

The Fund will not acquire Asset-Based Securities for which no
established secondary trading market exists if at the time of
acquisition more than 10% of its total assets are invested in
securities which are not readily marketable. The Fund may invest in
Asset-Based Securities without limit when it has the right to sell
such securities to the issuer or a stand-by bank or broker and receive
the principal amount or redemption price thereof less transaction
costs on no more than seven days notice or when the Fund has the right
to convert such securities into a readily marketable security in which
it could otherwise invest upon not more than seven days notice.

Special Considerations Related to Investment in Gold. Under
certain circumstances, Global Resources Fund may invest a majority of
its assets in gold, gold related securities or securities of
gold-related companies. Based on historic experience, during periods
of economic or financial instability the securities of such companies
may be subject to extreme price fluctuations, reflecting the high
volatility of gold prices during such periods. Gold may be affected
by unpredictable international monetary and political policies, social
conditions within a particular country, trade imbalances or trade or
currency restrictions between countries. In addition, the instability
of gold prices may result in volatile earnings of gold-related
companies which, in turn,

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may affect adversely the financial condition of such companies. Gold
mining companies also are subject to the risks generally associated
with mining operations.

The major producers of gold include the Republic of South Africa,
Russia, Canada, the United States, Brazil and Australia. Sales of
gold by Russia are largely unpredictable and often relate to political
and economic considerations rather than to market forces. Economic,
social and political developments within South Africa may affect
significantly South African gold production and the markets for South
African gold which may in turn significantly affect the price of gold.

The Fund is currently authorized to invest up to 10% of its
assets in gold bullion and coins, although it does not currently
intend to invest in coins. The Fund may seek to increase this limit
to 25% through negotiation with a certain state which imposes the 10%
limit as a condition for qualifying the shares of the Fund for sale in
that state.

Investments in gold may help to hedge against inflation and major
fluctuations in the Fund's shares because at certain times the price
of gold has fluctuated less widely than the value of the securities
which are permitted investments. When the Fund purchases bullion, the
Investment Adviser currently intends that it will be only in a form
that is readily marketable and that it will be delivered to and stored
with a qualified U.S. bank. An investment in bullion earns no
investment income and involves higher custody and transaction costs
than investments in securities. The Fund will also incur the cost of
insurance in connection with holding gold. The market for gold
bullion is presently unregulated which could affect the ability of the
Fund to acquire or dispose of gold bullion. In order to qualify as a
regulated investment company for federal income taxes, the Fund may
receive no more than 10% of its yearly gross income from gains caused
by selling gold bullion or coins and from certain ohter sources that
do not produce "qualifying" income. The Fund may be required,
therefore, either to hold its gold bullion or sell it at a loss, or to
sell its portfolio securities at a gain, when it would not otherwise
do so for investment reasons. The Fund may also purchase precious
metal warehouse receipts that may be convertible into cash or gold
bullion as an alternative to a direct investment in gold. Whereas
gold bullion is traded in the form of contracts to buy or sell bullion
which are in the nature of futures or commodities contracts, warehouse
receipts represent ownership of a specified quantity of identified
gold bars held in storage. Although ownership of gold in this manner
entails storage and insurance expense, there is an active
over-the-counter market in such receipts so that they are a liquid
investment. For purposes of the Fund's investment limitations, such
warehouse receipts would be considered to be equivalent to direct
investments in the precious metals.

Lending of Portfolio Securities. In order to generate additional
income, each Fund may, from time to time, lend up to 33% of its
portfolio securities to brokers, dealers and financial institutions
such as banks and trust companies. Such loans will be secured by
collateral consisting of cash or U.S. Government securities which will
be maintained in an amount equal to at least 100% of the current
market value of the loaned securities. During the period of the loan,
the Fund will receive the income on both the loaned securities and the
collateral and thereby increase its return. Cash collateral will be
invested in short-term high quality debt securities, which will
increase the current income of the Fund. The loans will be terminable
by the Fund at any time and by the borrower on one day's notice. The
Fund will have the right to regain record ownership of loaned
securities to exercise beneficial rights such as rights to interest or
other distributions or voting rights on important issues. The Fund
may pay reasonable fees to persons unaffiliated with the Fund for
services in arranging such loans. Lending of portfolio securities
involves a risk of failure by the borrower to return the loaned
securities, in which event the Fund may incur a loss.

Repurchase Agreements. Each Fund may enter into repurchase
agreements. A repurchase agreement is a contract under which the Fund
would acquire a security for a relatively short period (generally not
more than seven days) subject to the obligation of the seller to

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repurchase and the Fund to resell such security at a fixed time and
price (representing the Fund's cost plus interest). The Fund will
enter into repurchase agreements only with member banks of the Federal
Reserve System and with securities dealers. The Adviser will
continuously monitor the creditworthiness of the parties with whom the
Fund enters into repurchase agreements. The Fund has established a
procedure providing that the securities serving as collateral for each
repurchase agreement must be delivered to the Fund's custodian either
physically or in book-entry form and that the collateral must be
marked to market daily to ensure that each repurchase agreement is
fully collateralized at all times. In the event of bankruptcy or
other default by a seller of a repurchase agreement, the Fund could
experience delays in liquidating the underlying securities and could
experience losses, including the possible decline in the value of the
underlying securities during the period which the Fund seeks to
enforce its rights thereto, possible subnormal levels of income and
lack of access to income during this period, and the expense of
enforcing its rights. The Fund will not invest in a repurchase
agreement maturing in more than seven days, if such investment,
together with other illiquid securities held by the Fund (including
restricted securities) would exceed 10% of the Fund's total assets.

Reverse Repurchase Agreements. Each Fund may also enter into
reverse repurchase agreements which involve the sale of government
securities held in its portfolio to a bank or securities firm 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. The Fund will use proceeds
obtained from the sale of securities pursuant to reverse repurchase
agreements to purchase other investments. The use of borrowed funds
to make investment is a practice known as "leverage," which is
considered speculative. Use of reverse repurchase agreements is an
investment technique that is intended to increase income. Thus, the
Fund will enter into a reverse purchase agreement only when the
Investment Adviser determines that the interest income to be earned
from the investment of the proceeds is greater than the interest
expense of the transaction. However, there is a risk that interest
expense will nevertheless exceed the income earned. 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 would 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 would
establish and maintain with the Fund's custodian a separate account
consisting of highly liquid, marketable securities in an amount at
least equal to the repurchase prices of the securities (plus any
accrued interest thereon) under such agreements. In addition, the
Fund would not enter into reverse repurchase agreements exceeding in
the aggregate more than 33 1/3% of the market value of its total net
assets. The Fund will enter into reverse repurchase agreements only
with selected registered broker/dealers or with federally insured
banks or savings and loan associations which are approved in advance
as being creditworthy by the Board of Directors. Under procedures
established by the Board of Directors, the Adviser will monitor the
creditworthiness of the firms involved.

Forward Commitment and When-Issued Securities. Each Fund (other
than Money Market 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. A 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, a Fund contracts to purchase
securities for a fixed price at a future date beyond customary
settlement time.

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When a 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 Funds losing the opportunity to obtain a price and yield
considered to be advantageous. The purchase of securities on a
when-issued and 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 a Fund enters into an agreement to purchase
securities on a when-issued or forward commitment basis, the Fund will
segregate in a separate account cash or liquid, high grade debt
securities equal in value to the Fund's commitment. These assets will
be valued daily at market, and additional cash or securities will be
segregated in a separate account to the extent that the total value of
the assets in the account declines below the amount of the when-issued
commitments. Alternatively, a Fund may enter into offsetting
contracts for the forward sale of other securities that it owns.

Short Sales. Global Resources Fund may engage in short sales in
order to profit from an anticipated decline in the value of a
security. The Fund may also engage in short sales to attempt to limit
its exposure to a possible market decline in the value of its
portfolio securities through short sales of securities which the
Adviser believes possess volatility characteristics similar to those
being hedged. To effect such a transaction, the Fund must borrow the
security sold short to make delivery to the buyer. The Fund then is
obligated to replace the security borrowed by purchasing it at the
market price at the time of replacement. Until the security is
replaced, the Fund is required to pay to the lender any accrued
interest and may be required to pay a premium.

The Fund will realize a gain if the security declines in price
between the date of the short sale and the date on which the Fund
replaces the borrowed security. On the other hand, the Fund will
incur a loss as a result of the short sale if the price of the
security increases between those dates. The amount of any gain will
be decreased, and the amount of any loss increased, by the amount of
any premium or interest 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, it must put in a segregated account (not with
the broker) an amount of cash or U.S. Government securities equal to
the difference between (a) the market value of the securities sold
short at the time they were sold short and (b) any cash or U.S.
Government securities required to be deposited as collateral with the
broker in connection with the short sale (not including the proceeds
from the short sale). In addition, until the Fund replaces the
borrowed security, it must daily maintain the segregated account at
such a level that (1) 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, and (2) the amount deposited in it
plus the amount deposited with the broker as collateral will not be
less than the market value of the securities at the time they were
sold short.

Short selling may produce higher than normal portfolio turnover
which may result in increased transaction costs to the Fund and may
result in gains from the sale of securities deemed to have been held
for less than three months, which gains must be less than 30% of the
Fund's gross income in order for the Fund to qualify as a regulated
investment company under the Code.

Lower Rated High Yield Debt Obligations. Emerging Growth Fund,
Government Income Fund, High Yield Bond Fund and High Yield Tax-Free
Fund may invest in high yielding, fixed income securities rated below
investment grade (e.g., rated Baa or lower by Moody's or BBB or lower
by S&P.

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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 SAI which describes the characteristics of
corporate bonds in the various rating categories. The Fund may invest
in comparable quality unrated securities which, in the opinion of the
Adviser, 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 a Fund's assets. The
reduced availability of reliable, objective data may increase a Fund's
reliance on management's judgment in valuing high yield bonds. In
addition, a 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.

Credit and Interest Rate Risks. In addition to the information
contained in the Prospectuses, investors should note that while
ratings by a rating institution provide a generally useful guide to
credit risks, they do not, nor do they purport to, offer any criteria
for evaluating interest rate risk. Changes in the general level of
interest rates cause fluctuations in the prices of fixed-income
securities already outstanding and will therefore result in
fluctuation in net asset value of the shares of Funds to the extent
such the Funds invest in these securities. The extent of the
fluctuation is determined by a complex interaction of a number of
factors. The Investment Adviser will evaluate those factors it
considers relevant and will make portfolio changes when it deems it
appropriate in seeking to reduce the risk of depreciation in the value
of a Fund's portfolio. However, in seeking to achieve a Fund's
primary objectives, there will be times, such as during periods of
rising interest rates, when depreciation and realization of comparable
losses on securities in the portfolio will be unavoidable. Moreover,
medium and lower-rated securities and unrated securities of comparable
quality tend to be subject to wider fluctuations in yield and market
values than higher rated securities. Such fluctuations after a
security is acquired do not affect the cash income received from that
security but are reflected in the net asset value of the Fund's
portfolio. Other risks of lower quality securities include:

(i) subordination to the prior claims of banks and other senior
lenders and

(ii) the operation of mandatory sinking fund or call/redemption
provisions during periods of declining interest rates
whereby the Funds may reinvest premature redemption proceeds
in lower yielding portfolio securities.

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<PAGE> 216

In determining which securities to purchase or hold in a Fund's
portfolio (including, in the case of High Yield Bond Fund, investments
in either unrated or rated securities which are in default) and in
seeking to reduce credit and interest rate risk consistent with a
Fund's investment objective and policies, the Adviser will rely on
information from various sources, including: the rating of the
security; research, analysis and appraisals of brokers and dealers;
the views of the Fund's Directors and others regarding economic
developments and interest rate trends; and the Adviser's own analysis
of factors it deems relevant as it pertains to achieving a Fund's
investment objective(s).

Convertible Securities. Emerging Growth Fund, Global Resources
Fund and High Yield Bond Fund may invest in convertible securities.
Convertible securities are securities that may be converted at either
a stated price or stated rate into underlying shares of common stock
of the same issuer. Convertible securities have general
characteristics similar to both fixed income and equity securities.
Although to a lesser extent than with straight debt securities, the
market value of convertible securities tends to decline as interest
rated increase, and, conversely, tends to increase as interest rates
decline. In addition, because of the conversion feature, the market
value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stocks and therefore will also
react to variations in the general market for equity securities. A
unique feature of convertible securities is that as the market price
of the underlying common stock declines, convertible securities tend
to trade increasingly on a yield basis, and consequently may not
experience market value declines to the same extent as the underlying
common stock. When the market price of the underlying common stock
increases, the prices of the convertible securities tend to rise as a
reflection of the value of the underlying common stock. While no
securities investments are without risk, investments in convertible
securities generally entail less risk than investments in common stock
of the same issuer. However, the issuers of convertible securities
may default on their obligations.

Mortgage "Dollar Roll" Transactions. Government Income Fund and
High Yield Bond Fund may enter into mortgage "dollar roll"
transactions with selected banks and broker-dealers pursuant to which
a Fund sells Mortgage-Backed Securities for delivery in the future
(generally within 30 days) and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a
specified future date. These Funds will only enter into covered
rolls. A "covered roll" is a specific type of dollar roll for which
there is an offsetting cash position or a cash equivalent security
position which matures on or before the forward settlement date of the
dollar roll transaction. Covered rolls are not treated as a borrowing
or other senior securities. Dollar rolls in which the Funds may
invest will be limited to covered rolls.

For financial reporting and tax purposes, the Funds propose to
treat mortgage dollar rolls as two separate transactions; one
involving the purchase of a security and a separate transaction
involving a sale. The Funds do not currently intend to enter into
mortgage dollar rolls that are accounted for as a financing. Mortgage
dollar rolls involve certain risks including the following: if the
broker-dealer to whom a Fund sells the security becomes insolvent, the
Fund's right to purchase or repurchase the Mortgage-Backed Securities
subject to the mortgage dollar roll may be restricted and the
instrument which the Fund is required to repurchase may be worth less
than an instrument which the Fund originally held. Successful use of
mortgage dollar rolls will depend upon the Adviser's ability to
predict correctly interest rates and mortgage prepayments. For these
reasons, there is no assurance that mortgage dollar rolls can be
successfully employed.

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SPECIAL INVESTMENT TECHNIQUES

Financial Futures Contracts. To the extent set forth in their
Prospectuses, the Funds (other than Money Market Fund) may buy and
sell futures contracts (and related options) on stocks, stock indices,
debt securities, currencies, interest rate indices, and other
instruments. Each Fund may hedge its portfolio by selling or
purchasing financial futures contracts as an offset against the
effects of changes in interest rates or in security or foreign
currency values. Although other techniques could be used to reduce
exposure to interest rate fluctuations, a Fund may be able to hedge
its exposure more effectively and perhaps at a lower cost by using
financial futures contracts. The Funds may enter into financial
futures contracts for hedging and other non- speculative purposes to
the extent permitted by regulations of the Commodity Futures Trading
Commission ("CFTC").

Financial futures contracts have been designed by boards of trade
which have been designated "contract markets" by the CFTC. Futures
contracts are traded on these markets in a manner that is similar to
the way a stock is traded on a stock exchange. The boards of trade,
through their clearing corporations, guarantee that the contracts will
be performed. Currently, financial futures contracts are based on
interest rate instruments such as long-term U.S. Treasury bonds, U.S.
Treasury notes, Government National Mortgage Association ("GNMA")
modified pass-through mortgage-backed securities, three-month U.S.
Treasury bills, 90-day commercial paper, bank certificates of deposit
and Eurodollar certificates of deposit. It is expected that if other
financial futures contracts are developed and traded the Funds may
engage in transactions in such contracts.

Although some financial futures contracts by their terms call for
actual delivery or acceptance of financial instruments, in most cases
the contracts are closed out prior to delivery by offsetting purchases
or sales of matching financial futures contracts (same exchange,
underlying security and delivery month). Other financial futures
contracts, such as futures contracts on securities indices, by their
terms call for cash settlements. If the offsetting purchase price is
less than a Fund's original sale price, the Fund realizes a gain, or
if it is more, the Fund realizes a loss. Conversely, if the
offsetting sale price is more than a Fund's original purchase price,
the Fund realizes a gain, or if it is less, the Fund realizes a loss.
The transaction costs must also be included in these calculations.
Each Fund will pay a commission in connection with each purchase or
sale of financial futures contracts, including a closing transaction.
For a discussion of the Federal income tax considerations of trading
in financial futures contracts, see the information under the caption
"Tax Status" below.

At the time a Fund enters into a financial futures contract, it
is required to deposit with its custodian a specified amount of cash
or U.S. Government securities, known as "initial margin," ranging
upward from 1.1% of the value of the financial futures contract being
traded. The margin required for a financial futures contract is set
by the board of trade or exchange on which the contract is traded and
may be modified during the term of the contract. The initial margin
is in the nature of a performance bond or good faith deposit on the
financial futures contract which is returned to the Fund upon
termination of the contract, assuming all contractual obligations have
been satisfied. The Funds expect to earn interest income on their
initial margin deposits. Each day, the futures contract is valued at
the official settlement price of the board of trade or exchange on
which it is traded. Subsequent payments, known as "variation margin,"
to and from the broker are made on a daily basis as the market price
of the financial futures contract fluctuates. This process is known
as "mark to market." Variation margin does not represent a borrowing
or lending by the Funds but is instead settlement between the Funds
and the broker of the amount one would owe the other if the financial
futures contract expired. In computing net asset value, the Funds
will mark to market their respective open financial futures positions.

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<PAGE> 218

Successful hedging depends on a strong correlation between the
market for the underlying securities and the futures contract market
for those securities. There are several factors that will probably
prevent this correlation from being a perfect one, and even a correct
forecast of general interest rate trends may not result in a
successful hedging transaction. There are significant differences
between the securities and futures markets which could create an
imperfect correlation between the markets and which could affect the
success of a given hedge. The degree of imperfection of correlation
depends on circumstances such as: variations in speculative market
demand for financial futures and debt securities, including technical
influences in futures trading and differences between the financial
instruments being hedged and the instruments underlying the standard
financial futures contracts available for trading in such respects as
interest rate levels, maturities and creditworthiness of issuers. The
degree of imperfection may be increased where the underlying debt
securities are lower-rated and, thus, subject to greater fluctuation
in price than higher-rated securities.

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

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

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

Options on Financial Futures Contracts. To the extent set forth
in their Prospectuses, the Funds (other than Money Market Fund) may
buy and sell options on financial futures contracts on stocks, stock
indices, debt securities, currencies, interest rate indices, and other
instruments. An option on a futures contract gives the purchaser the
right, in return for the premium paid, to

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<PAGE> 219
assume a position in a futures contract at a specified exercise price
at any time during the period of the option. Upon exercise, the
writer of the option delivers the futures contract to the holder at
the exercise price. The Funds would be required to deposit with their
custodian initial and variation margin with respect to put and call
options on futures contracts written by them. Options on futures
contracts involve risks similar to the risks relating to transactions
in financial futures contracts. Also, an option purchased by a Fund
may expire worthless, in which case a Fund would lose the premium it
paid for the option.

Other Considerations. The Funds will engage in futures and
options transactions for bona fide hedging or other non-speculative
purposes to the extent permitted by CFTC regulations. A Fund will
determine that the price fluctuations in the futures contracts and
options on futures used for hedging purposes are substantially related
to price fluctuations in securities held by the Fund or which it
expects to purchase. Except as stated below, the Funds' futures
transactions will be entered into for traditional hedging purposes --
i.e., futures contracts will be sold to protect against a decline in
the price of securities that the Funds own, or futures contracts will
be purchased to protect the Funds against an increase in the price of
securities, or the currency in which they are denominated, the Fund
intends to purchase. As evidence of this hedging intent, the Funds
expect that on 75% or more of the occasions on which they take a long
futures or option position (involving the purchase of futures
contracts), the Funds 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 contract or option position is closed out. However,
in particular cases, when it is economically advantageous for a Fund
to do so, a long futures position may be terminated or an option may
expire without the corresponding purchase of securities or other
assets.

As an alternative to literal compliance with the bona fide
hedging definition, a CFTC regulation permits the Funds to elect to
comply with a different test, under which the aggregate initial margin
and premiums required to establish nonhedging positions in futures
contracts and options on futures will not exceed 5% of the net asset
value of the respective 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 Funds will engage in transactions in futures contracts
only to the extent such transactions are consistent with the
requirements of the Code for maintaining their qualifications as
regulated investment companies for Federal income tax purposes.

When the Funds purchase financial futures contracts, or write put
options or purchase call options thereon, cash or liquid, high grade
debt securities will be deposited in a segregated account with the
Funds' custodian in an amount that, together with the amount of
initial and variation margin held in the account of its broker, equals
the market value of the futures contracts.

Options Transactions. To the extent set forth in their
Prospectuses, the Funds (other than Money Market Fund) may write
listed and over-the-counter covered call options and covered put
options on securities in order to earn additional income from the
premiums received. In addition, the Funds may purchase listed and
over-the-counter call and put options. The extent to which covered
options will be used by the Funds will depend upon market conditions
and the availability of alternative strategies.

A Fund will write listed and over-the-counter call options only
if they are "covered," which means that the Fund owns or has the
immediate right to acquire the securities underlying the options
without additional cash consideration upon conversion or exchange of
other securities held in its portfolio. A call option written by a
Fund may also be "covered" if the Fund holds on a share-for-share
basis a covering call on the same securities where (i) the exercise
price of the covering call held is equal to or less than the exercise
price of the call written if the difference is

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<PAGE> 220
maintained by the Fund in cash, U.S. Treasury bills or high grade
liquid debt obligations in a segregated account with the Fund's
custodian, and (ii) the covering call expires at the same time as the
call written. If a covered call option is not exercised, a Fund would
keep both the option premium and the underlying security. If the
covered call option written by a Fund is exercised and the exercise
price, less the transaction costs, exceeds the cost of the underlying
security, the Fund would realize a gain in addition to the amount of
the option premium it received. If the exercise price, less
transaction costs, is less than the cost of the underlying security, a
Fund's loss would be reduced by the amount of the option premium.

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

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

If the writer of an exchange-traded option wishes to terminate
its obligation prior to its exercise, it may effect a "closing
purchase transaction." This is accomplished by buying an option of
the same series as the option previously written. The effect of the
purchase is that a Fund's position will be offset by the Options
Clearing Corporation. The Funds may not effect a closing purchase
transaction after they have been notified of the exercise of an
option. There is no guarantee that a closing purchase transaction can
be effected. Although the Funds will generally write only those
options for which there appears to be an active secondary market,
there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular option or at any
particular time, and for some options no secondary market on an
exchange may exist.

In the case of a written call option, effecting a closing
transaction will permit a Fund to write another call option on the
underlying security with either a different exercise price, expiration
date or both. In the case of a written put option, it will permit a
Fund to write another put option to the extent that the exercise price
thereof is secured by deposited cash or short-term securities. Also,
effecting a closing transaction will permit the cash or proceeds from
the concurrent sale of any securities subject to the option to be used
for other investments. If a Fund desires to sell a particular
security from its portfolio on which it has written a call option, it
will effect a closing transaction prior to or concurrent with the sale
of the security.

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

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Over-the-Counter Options. Funds that may engage in options
transactions may engage in options transactions on exchanges and in
the over-the-counter markets. In general, exchange- traded options
are third-party contracts (i.e., performance of the parties'
obligations is guaranteed by an exchange or clearing corporation) with
standardized strike prices and expiration dates. Over-the-counter
("OTC") transactions are two-party contracts with price and terms
negotiated by the buyer and seller. A Fund will acquire only those
OTC options for which management believes the Fund can receive on each
business day at least two separate bids or offers (one of which will
be from an entity other than a party to the option) or those OTC
options valued by an independent pricing service. The Funds will
write and purchase OTC options only with member banks of the Federal
Reserve System and primary dealers in U.S. Government securities or
their affiliates which have capital of at least $50 million or whose
obligations are guaranteed by an entity having capital of at least $50
million. The SEC has taken the position that OTC options are illiquid
securities subject to each Fund's restriction that illiquid securities
are limited to not more than 10% of the Fund's net assets. The SEC,
however, has a partial exemption from the above restrictions on
transactions in OTC options. The SEC allows a Fund to exclude from
the 10% limitation on illiquid securities a portion of the value of
the OTC options written by the Fund, provided that certain conditions
are met. First, the other party to the OTC options has to be a
primary U.S. Government securities dealer designated as such by the
Federal Reserve Bank. Second, the Fund must have an absolute
contractual right to repurchase the OTC options at a formula price.
If the above conditions are met, a Fund may treat as illiquid only
that portion of the OTC option's value (and the value of its
underlying securities) which is equal to the formula price for
repurchasing the OTC option, less the OTC option's intrinsic value.

INVESTMENT RESTRICTIONS

Each Fund has adopted the following policies which cannot be
changed as to any Fund without the approval of the holders of a
majority of that Fund's shares (which, as used in this Statement of
Additional Information, means the lesser of (i) more than 50% of its
outstanding shares, or (ii) 67% or more of its outstanding shares
present at a meeting if holders of more than 50% of its outstanding
shares are represented in person or by proxy. If a percentage
restriction or rating restriction on investment or utilization of
assets is adhered to at the time an investment is made or assets are
so utilized, a later change in percentage resulting from changes in
the value of a Fund's portfolio securities or a later change in the
rating of a portfolio security will not be considered a violation of
policy.

For the purpose of these restrictions, High Yield Bond Fund,
Government Income Fund and Money Market Fund are referred to as the
"Fixed Income Funds" and Emerging Growth Fund and Global Resources
Fund are referred to as the "Equity Funds." The restrictions
applicable to High Yield Tax-Free Fund are set out subsequently.

Each Fixed Income Fund and each Equity Fund may not:

(1) Borrow money in an amount in excess of 33-1/3% of its total
assets, and then only as a temporary measure for extraordinary or
emergency purposes (except that it may enter into a reverse repurchase
agreement within the limits described in the Prospectus), or pledge,
mortgage or hypothecate an amount of its assets (taken at market
value) in excess of 15% of its total assets, in each case taken at the
lower of cost or market value. For the purpose of this restriction,
collateral arrangements with respect to options, futures contracts,
options on futures contracts and collateral arrangements with respect
to initial and variation margins are not considered a pledge of
assets.

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<PAGE> 222
(2) Underwrite securities issued by other persons except insofar
as such Fund may technically be deemed an underwriter under the
Securities Act of 1933 in selling a portfolio security.

(3) Purchase or retain real estate (including limited
partnership interests but excluding securities of companies, such as
real estate investment trusts, which deal in real estate or interests
therein and securities secured by real estate), or mineral leases,
commodities or commodity contracts except, in the case of Resources
Fund, precious metals (except contracts for the future delivery of
fixed income securities, stock index and currency futures and options
on such futures) in the ordinary course of its business. Each Fund
reserves the freedom of action to hold and to sell real estate or
mineral leases, commodities or commodity contracts acquired as a
result of the ownership of securities.

(4) Invest in direct participation interests in oil, gas or
other mineral exploration or development programs.

(5) Make loans to other persons except by the purchase of
obligations in which such Fund is authorized to invest and by entering
into repurchase agreements; provided that a Fund may lend its
portfolio securities not in excess of 30% of its total assets (taken
at market value). Not more than 10% of a Fund's total assets (taken
at market value) will be subject to repurchase agreements maturing in
more than seven days. For these purposes the purchase of all or a
portion of an issue of debt securities shall not be considered the
making of a loan. In addition, the Equity Funds may purchase a
portion of an issue of debt securities of types commonly distributed
privately to financial institutions.

(6) Purchase the securities of any issuer if such purchase, at
the time thereof, would cause more than 5% of its total assets (taken
at market value) to be invested in the securities of such issuer,
other than securities issued or guaranteed by the United States or, in
the case of the Fixed Income Funds, any state or political subdivision
thereof, or any political subdivision of any such state, or any agency
or instrumentality of the United States, any state or political
subdivision thereof, or any political subdivision of any such state.

(7) Invest in companies for the purpose of exercising control or
management.

(8) Purchase or retain in its portfolio any securities issued by
an issuer any of whose officers, directors, trustees or security
holders is an officer or Director of such Fund, or is a member,
partner, officer or Director of the Adviser, if after the purchase of
the securities of such issuer by such Fund one or more of such persons
owns beneficially more than 1/2 of 1% of the shares or securities, or
both, all taken at market value, of such issuer, and such persons
owning more than 1/2 of 1% of such shares or securities together own
beneficially more than 5% of such shares or securities, or both, all
taken at market value.

(9) Purchase any securities or evidences of interest therein on
margin, except that each Fund may obtain such short-term credit as may
be necessary for the clearance of purchases and sales of securities
and each Fund (other than the Money Market Fund B) may make deposits
on margin in connection with Futures Contracts and related options.

(10) Sell any security which such Fund does not own unless by
virtue of its ownership of other securities it has at the time of sale
a right to obtain securities without payment of further consideration
equivalent in kind and amount to the securities sold and provided that
if such right is conditional the sale is made upon equivalent
conditions.

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(11) Purchase securities issued by any other investment company
or investment trust except by purchase in the open market where no
commission or profit to a sponsor or dealer results from such purchase
other than the customary broker's commission, or except when such
purchase, though not made in the open market, is part of a plan of
merger or consolidation; provided, however, that a Fund will not
purchase such securities if such purchase at the time thereof would
cause more than 10% of its total assets (taken at market value) to be
invested in the securities of such issuers; and, provided, further,
that a Fund will not purchase securities issued by an open-end
investment company.

(12) Knowingly invest in securities which are subject to legal or
contractual restrictions on resale or for which there is no readily
available market (e.g., trading in the security is suspended or market
makers do not exist or will not entertain bids or offers), except for
repurchase agreements, if, as a result thereof more than 10% of such
Fund's total assets (taken at market value) would be so invested.
(The Staff of the Securities and Exchange Commission has taken the
position that a money market fund may no invest more than 10% of its
net assets in illiquid securities. The Money Market Fund B has
undertaken with the Staff to require, that as a matter of operating
policy, it will not invest in illiquid securities in an amount
exceeding 10% of its net assets.)

(13) Issue any senior security (as that term is defined in the
Act) if such issuance is specifically prohibited by the Act or the
rules and regulations promulgated thereunder. For the purpose of this
restriction, collateral arrangements with respect to options, Futures
Contracts and Options on Futures Contracts and collateral arrangements
with respect to initial and variation margins are not deemed to be the
issuance of a senior security.

In addition, except for Money Market Fund B and High Yield Bond
Fund whose policies on investment in the securities of issuers engaged
in any one industry are set forth in the prospectuses of those Funds,
a Fixed Income Fund may not invest more than 25% of its total assets
(taken at market value) in the securities of issuers engaged in any
one industry. Obligations issued or guaranteed by the U.S. Government
or its agencies or instrumentalities are not subject to this
limitation. Determinations of industries for purposes of the
foregoing limitation are made in accordance with specific industry
codes set forth in the Standard Industrial Classification Manual and
without considering groups of industries (e.g., all utilities or all
finance companies) to be an industry. Also, a Fixed Income Fund may
not purchase securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities) if such purchase, at the time thereof, would cause
a Fund to hold more than 10% of any class of securities of such
issuer. For this purpose, all indebtedness of an issuer (for the
Money Market Fund B, all indebtedness of an issuer maturing in less
than one year) shall be deemed a single class and all preferred stock
of an issuer shall be deemed a single class.

In addition, an Equity Fund may not:

(1) Concentrate its investments in any particular industry, but
if it is deemed appropriate for the attainment of its investment
objective, such Fund may invest up to 25% of its assets (taken at
market value at the time of each investment) in securities of issuers
in any one industry.

(2) Purchase voting securities of any issuer if such purchase,
at the time thereof, would cause more than 10% of the outstanding
voting securities of such issuer to be held by such Fund; or purchase
securities of any issuer if such purchase at the time thereof would
cause more than 10% of any class of securities of such issuer to be
held by such Fund. For this purpose all indebtedness of an issuer
shall be deemed a single class and all preferred stock of an issuer
shall be deemed a single class.

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<PAGE> 224
High Yield Tax-Free Fund may not:

(1) Borrow money except from banks for temporary or emergency
(not leveraging) purposes, including the meeting of redemption
requests that might otherwise require the untimely disposition of
securities, in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) valued at market less
liabilities (not including the amount borrowed) at the time the
borrowing was made. While borrowings exceed 5% of the value of the
Fund's total assets, the Fund will not purchase any additional
securities. Interest paid on borrowings will reduce the Fund's net
investment income. The borrowing restriction set forth above does not
prohibit the use of reverse repurchase agreements, in an amount
(including any borrowings) not to exceed 33-1/3% of net assets.

(2) Pledge, hypothecate, mortgage or otherwise encumber its
assets, except in an amount up to 10% of the value of its total assets
but only to secure borrowings for temporary or emergency purposes as
may be necessary in connection with maintaining collateral in
connection with writing put or call options or making initial margin
deposits in connection with the purchase or sale of financial futures
or index futures contracts and related options.

(3) Purchase securities (except obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities) if the
purchase would cause the Fund at the time to have more than 5% of the
value of its total assets invested in the securities of any one issuer
or to own more than 10% of the outstanding debt securities of any one
issuer; provided, however, that up to 25% of the value of the Fund's
asset may be invested without regard to these restrictions.

(4) Purchase or retain the securities of any issuer, if to the
knowledge of the Fund, any officer or director of the Fund or its
Investment Adviser owns more than 1/2 of 1% of the outstanding
securities of such issuer, and all such officers and directors own in
the aggregate more than 5% of the outstanding securities of such
issuer.

(5) Write, purchase or sell puts, calls or combinations thereof,
except put and call options on debt securities, futures contracts
based on debt securities, indices of debt securities and futures
contracts based on indices of debt securities, sell securities on
margin or make short sales of securities or maintain a short position,
unless at all times when a short position is open it 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, and unless not more than 10% of the Fund's net
assets (taken at current value) is held as collateral for such sales
at any one time.

(6) Underwrite the securities of other issuers, except insofar
as the Fund may be deemed an underwriter under the Securities Act of
1933 in disposing of a portfolio security.

(7) Purchase the securities of any issuer if as a result more
than 10% of the value of the Fund's total assets would be invested in
securities that are subject to legal or contractual restrictions on
resale ("restricted securities") and in securities for which there are
no readily available market quotations; or enter into a repurchase
agreement maturing in more than seven days, if as a result such
repurchase agreement together with restricted securities and
securities for which there are no readily available market quotations
would constitute more than 10% of the Fund's total assets.

(8) Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, except commodities and
commodities contracts which are necessary to enable the Fund to engage
in permitted futures and options transactions necessary to implement

-28-
<PAGE> 225
hedging strategies, or oil and gas interests, but this shall not
prevent the Fund from investing in Municipal Obligations secured by
real estate or interests in real estate.

(9) Make loans to others, except insofar as the Fund may enter
in repurchase agreements as set forth in the Prospectus. The purchase
of an issue of publicly distributed bonds or other securities, whether
or not the purchase was made upon the original issuance of securities,
is not to be considered the making of a loan.

(10) Invest more than 25% of its assets in the securities of the
"issuers" in any single industry; provided that there shall be no
limitation on the purchase of Municipal Obligations and obligations
issued or guaranteed by the United States Government, its agencies or
instrumentalities. For purposes of this limitation and that set forth
in investment restriction (3) above, when the assets and revenues of
an agency, authority, instrumentality or other political subdivision
are separate from those of the government creating the issuing entity
and a security is backed only by the assets and revenues of the
entity, the entity would be deemed to be the sole issuer of the
security. Similarly, in the case of an industrial development or
pollution control bond, if that bond is backed only by the assets and
revenues of the nongovernmental user, then such non governmental user
would be deemed to be the sole issuer. If, however, in either case,
the creating government or some other entity guarantees a security,
such a guarantee would be considered a separate security and would be
treated as an issue of such government or other entity.

(11) Invest in securities of other investment companies, except
as they may be acquired as part of a merger, consolidation or
acquisition of assets, and except for the purchase, to the extent
permitted by Section 12 of the Act, of shares of registered unit
investment trusts whose assets consist substantially of Municipal
Obligations.

(12) Invest more than 5% of the value of its total assets in the
securities of issuers having a record, including predecessors, of
fewer than three years of continuous operation, except obligations
issued or guaranteed by the United States Government, its agencies or
instrumentalities, unless the securities are rated by a nationally
recognized rating service.

(13) Invest for the purpose of exercising control or management
of another company.

(14) Issue any senior security (as that term is defined in the
Act) if such issuance is specifically prohibited by the Act or the
rules and regulations promulgated thereunder. For the purpose of this
restriction, collateral arrangements with respect to options, Futures
Contracts and Options on Futures Contracts and collateral arrangements
with respect to initial and variation margins are not deemed to be the
issuance of a senior security.

OTHER OPERATING POLICIES

Each of the Equity Funds (whose investment restrictions permit
holdings in warrants not to exceed 10% of its assets) may, due to an
undertaking with a state in the Fund's shares are currently qualified
for sale, purchase warrants not to exceed 5% of such Fund's net
assets. Included within that amount, but not exceeding 2% of a Fund's
net assets, may be warrants for which there is no public market. Any
such warrants which are attached to securities at the time such
securities are acquired by a Fund will be deemed to be without value
for the purpose of this restriction.

Each Fund (other than High Yield Tax-Free Fund) will not invest
more than 5% of its total assets in companies which, including their
respective predecessors, have a record of less than three years'
continuous operation.

-29-
<PAGE> 226
In order to comply with certain state regulatory policies, no
Fund will, as a matter of operating policy, pledge, mortgage or
hypothecate its portfolio securities if the percentage of securities
so pledged, mortgaged or hypothecated would exceed 15%.

In order to comply with certain state regulatory policies, the
cost of investments in options, financial futures, stock index futures
and currency futures, other than those acquired for hedging purposes,
may not exceed 10% of a Fund's total net assets. (See "Special
Investment Techniques - Futures and Options on Futures and Regulatory
Matters" for other limitations applicable to these types of
investments.)

These operating policies are not fundamental and may be changed
without shareholder approval. In order to comply with certain state
regulatory practices, certain policies, if changed, would require
advance written notice to shareholders.

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

THOSE RESPONSIBLE FOR MANAGEMENT

The business of the Corporation is managed by its Directors who
elect officers who are responsible for the day-to-day operations of
the Corporation and the Funds and who execute policies formulated by
the Directors. Several of the officers and Directors of the
Corporation are also officers and directors of the Adviser or officers
and directors of John Hancock Funds.

Set forth below is the principal occupation or employment of the
Directors and principal officers of the Corporation during the past
five years:

<TABLE>
<CAPTION>
POSITION HELD WITH PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS THE CORPORATION DURING PAST FIVE YEARS
---------------- ------------------ -----------------------
<S> <C> <C>
Edward J. Boudreau, Jr.* Director, Chairman and Chief Executive
101 Huntington Avenue Chairman and Officer, the Adviser and The
Boston, MA 02199 Chief Executive Berkeley Financial Group
Officer(1)(2) ("The Berkeley Group");
Chairman, NM Capital
Management, Inc. ("NM
Capital"); John Hancock
Advisers International Limited
("Advisers International");
John Hancock Funds, Inc.;
John Hancock Investor
Services Corporation
("Investor Services"); and
Sovereign Asset Management
Corporation ("SAMCorp");
</TABLE>

-30-
<PAGE> 227
<TABLE>
<S> <C> <C>
(hereinafter the Adviser, the
Berkeley Group, NM Capital,
Advisers International, John
Hancock Funds, Inc., Investor
Services and SAMCorp are
collectively referred to as the
"Affiliated Companies");
Chairman, First Signature
Bank & Trust; Director, John
Hancock Freedom Securities
Corporation, John Hancock
Capital Corporation, New
England/Canada Business
Council; Member, Investment
Company Institute Board of
Governors; Trustee, Museum
of Science; President, the
Adviser (until July 1992);
Trustee or Director of other
investment companies
managed by the Adviser; and
Chairman, John Hancock
Distributors, Inc. (until April,
1994).

James F. Carlin Director Chairman and CEO, Carlin
233 West Central Street Consolidated, Inc. (insurance);
Natick, MA 01760 Director, Arbella Mutual
Insurance Company
(insurance), Consolidated
Group Trust (group health
plan), Carlin Insurance
Agency, Inc. and West
Insurance Agency, Inc.;
Receiver, the City of Chelsea
(until August 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.

William H. Cunningham Director Chancellor, University of
601 Colorado Street Texas System and former
O'Henry Hall President of the University of
Austin, TX 78701 Texas, Austin, Texas; Regents
Chair in Higher Education
Leadership; James L. Bayless
Chair for Free Enterprise;
Professor of Marketing and
Dean College of Business
Administration/Graduate
School of Business
(1983-1985); Centennial Chair
in Business Education
</TABLE>

-31-
<PAGE> 228
<TABLE>
<S> <C> <C>
Leadership, 1983-1985;
Director, LaQuinta Motor Inns,
Inc. (hotel management
company); Director,
Jefferson-Pilot Corporation
(diversified life insurance
company); Director,
Freeport-McMoran Inc. (oil
and gas company); Director,
Barton Creek Properties, Inc.
(1988-1990) (real estate
development) and LBJ
Foundation Board (education
foundation); and Advisory
Director, Texas Commerce
Bank - Austin.

Charles L. Ladner Director(3) Director, Energy North, Inc.
UGI Corporation (public utility holding
460 North Gulph Road company); Senior Vice
King of Prussia, PA 19406 President, Finance UGI Corp.
(public utility holding
company) (until 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.

Leo E. Linbeck, Jr. Director Chairman, President, Chief
3810 W. Alabama Executive Officer and
Houston, TX 77027 Director, Linbeck Corporation
(a holding company engaged
in various phases of the
construction industry and
warehousing interests);
Director and Chairman,
Federal Reserve Bank of
Dallas; Chairman of the Board
and Chief Executive Officer,
Linbeck Construction
Corporation; Director,
Panhandle Eastern Corporation
(a diversified energy
company); Director, Daniel
Industries, Inc. (manufacturer
of gas measuring products and
energy related equipment);
Director, GeoQuest
International, Inc. (a
geophysical consulting firm);
and Director, Greater Houston
Partnership.
</TABLE>

-32-
<PAGE> 229
<TABLE>
<S> <C> <C>
Patricia P. McCarter Director(3) Director and Secretary, the
Swedesford Road McCarter Corp. (machine
RD #3, Box 121 manufacturer); and Trustee or
Malvern, PA 19355 Director of other investment
companies managed by the
Adviser.

Steven R. Pruchansky Director(1)(3) Director and Treasurer, Mast
360 Horse Creek Drive, #208 Holdings, Inc.; Director,
Naples, FL 33942 First Signature Bank & Trust
Company (until August 1991);
General Partner, Mast Realty
Trust; President, Maxwell
Building Corp. (until 1991);
and Trustee or Director of
other investment companies
managed by the Adviser.

Norman H. Smith Director(3) Lieutenant General, USMC,
Rt. 1, Box 249 E Deputy Chief of Staff for
Linden, VA 22642 Manpower and Reserve
Affairs, Headquarters Marine
Corps; Commanding General
III Marine Expeditionary
Force/3rd Marine Division
(retired 1991); and Trustee or
Director of other investment
companies managed by the
Adviser.

John P. Toolan Director(3) Director, The Smith Barney
13 Chadwell Place Muni Bond Funds, The Smith
Morristown, NJ 07960 Barney Tax-Free Money Fund,
Inc., Vantage Money Market
Funds (mutual funds), The
Inefficient-Market Fund, Inc.
(closed-end investment
company) and Smith Barney
Trust Company of Florida;
Chairman, Smith Barney Trust
Company (retired December,
1991); Director, Smith Barney,
Inc., Mutual Management
Company and Smith, Barney
Advisers, Inc. (investment
advisers) (retired 1991); and
Senior Executive Vice
President, Director and
member of the Executive
Committee, Smith Barney,
Harris Upham & Co.,
Incorporated (investment
bankers) (until 1991); and
</TABLE>

-33-
<PAGE> 230
<TABLE>
<S> <C> <C>
Trustee or Director of other
investment companies
managed by the Adviser.

Robert G. Freedman* Vice Chairman President and Chief
101 Huntington Avenue and Chief Investment Officer, the
Boston, MA 02199 Investment Adviser.
Officer(2)

Anne C. Hodsdon* President(2) Executive Vice President, the
101 Huntington Avenue Adviser.
Boston, MA 02199

James B. Little* Senior Vice Senior Vice President, the
101 Huntington Avenue President and Adviser.
Boston, MA 02199 Chief Financial
Officer

Thomas H. Drohan* Senior Vice Senior Vice President and
101 Huntington Avenue President and Secretary, the Adviser.
Boston, MA 02199 Secretary

Michael P. DiCarlo* Senior Vice Senior Vice President, the
101 Huntington Avenue President(2) Adviser.
Boston, MA 02199

Edgar Larsen* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser.
Boston, MA 02199

B.J. Willingham* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser. Formerly, Director
Boston, MA 02199 and Chief Investment Officer
of Transamerica Fund
Management Company.

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

Susan S. Newton* Vice President Vice President and Assistant
101 Huntington Avenue and Compliance Secretary, the Adviser.
Boston, MA 02199 Officer

John A. Morin* Vice President Vice President, the Adviser.
101 Huntington Avenue
Boston, MA 02199

<FN>

* An "interested person" of the Corporation, as such term is
defined in the 1940 Act.

</TABLE>

-34-
<PAGE> 231
All of the officers listed are officers or employees of the
Adviser or affiliated companies. Some of the Directors 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 April 28, 1995, there were 13,205,309 shares of the
Corporation outstanding and officers and Directors as a group
beneficially owned less than 1% of the outstanding shares of the
Corporation and of each of the Funds. On such date, the following
shareholders were the only record holders and beneficial owners of 5%
or more of the shares of the respective Funds:

NUMBER OF SHARES HELD (EXPRESSED AS PERCENTAGE
OF FUND'S OUTSTANDING SHARES)

Emerging Growth Fund:

<TABLE>
<S> <C>
3,778,946 Shares Merrill Lynch Pierce Fenner & Smith
24.59% 4800 Deerlake Drive East
Jacksonville, Florida 32246

Global Resources Fund:

165,205 Shares Merrill Lynch Pierce Fenner & Smith
6.75% 4800 Deerlake Drive East
Jacksonville, Florida 32246

Government Income Fund:

3,264,901 Shares Merrill Lynch Pierce Fenner & Smith
12.58% 4800 Deerlake Drive East
Jacksonville, Florida 32246

1,339,170 Shares Continental Trust Co.
5.16% 231 S. LaSalle Street
Chicago, IL 60697

High Yield Bond Fund:

2,159,330 Shares Merrill Lynch Pierce Fenner & Smith
8.34% 4800 Deerlake Drive East
Jacksonville, Florida 32246
</TABLE>

At such date, no other person(s), owned of record or was known by the
Corporation to beneficially own as much as 5% of the outstanding
shares of the Corporation or of any of the Funds.

As of December 22, 1994, the Directors have established an
Advisory Board which acts to facilitate a smooth transition of
management over a two-year period (between Transamerica Fund
Management Company ("TFMC"), the prior investment adviser, and the
Adviser). The members of the Advisory Board are distinct from the
Board of Directors, do not serve the Funds in any other capacity and
are persons who have no power to determine what securities are
purchased or sold and behalf of the Funds. Each member of the
Advisory Board may be contacted at 101 Huntington Avenue, Boston,
Massachusetts 02199.

Members of the Advisory Board and their respective principal
occupations during the past five years are as follows:

-35-
<PAGE> 232
R. Trent Campbell, President, FMS, Inc. (financial and management
services); former Chairman of the Board, Mosher Steel Company.

Mrs. Lloyd Bentsen, Formerly National Democratic Committeewoman from
Texas; co-founder, Houston Parents' League; former board member
of various civic and cultural organizations in Houston, including
the Houston Symphony, Museum of Fine Arts and YWCA. Mrs. Bentsen
is presently active in various civic and cultural activities in
the Washington, D.C. area, including membership on the Area Board
for The March of Dimes and is a National Trustee for the Botanic
Gardens of Washington, D. C.

Thomas R. Powers, Formerly Chairman of the Board, President and Chief
Executive Officer, TFMC; Director, West Central Advisory Board,
Texas Commerce Bank; Trustee, Memorial Hospital System; Chairman
of the Board of Regents of Baylor University; Member, Board of
Governors, National Association of Securities Dealers, Inc.;
Formerly, Chairman, Investment Company Institute; formerly,
President, Houston Chapter of Financial Executive Institute.

Thomas B. McDade, Chairman and Director, TransTexas Gas Company;
Director, Houston Industries and Houston Lighting and Power
Company; Director, TransAmerican Companies (natural gas producer
and transportation); Member, Board of Managers, Harris County
Hospital District; Advisory Director, Commercial State Bank, El
Campo; Advisory Director, First National Bank of Bryan; Advisory
Director, Sterling Bancshares; Former Director and Vice Chairman,
Texas Commerce Bancshares; and Vice Chairman, Texas Commerce
Bank.

Compensation of the Board of Directors and Advisory Board. The
following tables provide information regarding the compensation paid
by the Fund and the 22 other investment companies in the John Hancock
Fund Complex to the Independent Directors and the Advisory Board
members for their services. Mr. Boudreau, a non-Independent Director,
and each of the officers of the Funds are interested persons of the
Adviser, are compensated by the Adviser and received no compensation
from the Funds for their services.

<TABLE>
<CAPTION>
Pension or Total Compensation
Retirement from all Funds in
Aggregate Benefits Accrued John Hancock
Compensation as Part of the Fund Complex to
Directors from the Funds Funds' Expenses Directors**
--------- -------------- ---------------- ------------------
<S> <C> <C> <C>
James F. Carlin $ 0 $0 $ 60,450
William H. Cunningham $ 18,750* $0 $ 0
Charles L. Ladner $ 0 $0 $ 60,450
Leo E. Linbeck, Jr. $ 26,500* $0 $ 0
Patricia P. McCarter $ 0 $0 $ 60,200
Steven R. Pruchansky $ 0 $0 $ 62,450
Norman H. Smith $ 0 $0 $ 62,450
John P. Toolan $ 0 $0 $ 60,450
Total $ 45,250 $0 $366,450

<FN>
* Messrs. Linbeck and Cunningham, the only current Directors who
were Directors for the fiscal year ended October 31, 1994, were
each paid directors' fees (including expenses) by the Funds
pursuant to different compensation arrangements then in effect,
in the amount of:

</TABLE>

-36-
<PAGE> 233
$4,344 from Government Income Fund; $4,244 from High Yield Bond
Fund; $4,233 from High Yield Tax-Free Fund; $4,439 in Emerging
Growth Fund; $1,529 from Global Resources Fund; and $2,758 for
Money Market Fund B.

** The total compensation paid by the John Hancock Fund Complex to
the Independent Directors is as of the calendar year ended
December 31, 1994. (The Funds were not part of the John Hancock
Fund Complex until December 22, 1994 and Messrs. Cunningham and
Linbeck were not trustees or directors of any funds in the John
Hancock Fund Complex prior to December 22, 1994.)

<TABLE>
<CAPTION>
Pension or Total Compensation
Retirement from all Funds in
Aggregate Benefits Accrued John Hancock
Compensation as Part of the Fund Complex to
Advisory Board*** from the Funds Funds' Expenses Directors***
-------------- -------------- ---------------- ------------------
<S> <C> <C> <C>
R. Trent Campbell $ 19,059 $0 $ 54,000
Mrs. Lloyd Bentsen $ 19,059 $0 $ 54,000
Thomas R. Powers $ 19,059 $0 $ 54,000
Thomas B. McDade $ 19,059 $0 $ 54,000

TOTAL $ 76,236 $0 $ 216,000

<FN>

*** Estimated for the Funds' current fiscal year ending October 31,
1995.

</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

As described in the Funds' Prospecutses, the Funds receive their
investment advice from the Adviser. Investors should refer to the
Prospectuses for a description of certain information concerning the
Funds' investment management contracts. Each of the Directors and
principal officers affiliated with the Corporation who is also an
affiliated person of the Adviser is named above, together with the
capacity in which such person is affiliated with the Corporation and
the Adviser.

The Adviser, located at 101 Huntington Avenue, Boston,
Massachusetts 02199-7603, was organized in 1968 and more than $13
billion in total assets under management in its capacity as investment
adviser to the Funds and the other mutual funds and publicly traded
investment companies in the John Hancock group of funds having a
combined total of over 1,060,000 shareholders. The Adviser is a
wholly-owned subsidiary of The Berkeley Financial Group, which is in
turn a wholly-owned subsidiary of John Hancock Subsidiaries, Inc.,
which is in turn a wholly-owned subsidiary of John Hancock Mutual Life
Insurance Company (the "Life Company"), one of the most recognized an
respected financial institutions in the nation. With total assets
under management of over $80 billion, the Life Company is one of the
ten largest life insurance companies in the United States, and carries
Standard & Poor's and A.M. Best's highest ratings. Founded in 1862,
the Life Company has been serving clients for over 130 years.

As described in the Prospectuses, the Corporation, on behalf of
each Fund, has entered into investment management contracts with the
Adviser. Under each investment management contract, the Adviser
provides the Funds with (i) a continuous investment program,
consistent with each Fund's stated investment objective and policies,
(ii) supervision of all aspects of each Fund's operations except those
that are delegated to a custodian, transfer agent or other agent and

-37-
<PAGE> 234
(iii) such executive, administrative and clerical personnel, officers
and equipment as are necessary for the conduct of their business. The
Adviser is responsible for the day-to-day management of each Fund's
portfolio assets.

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

Under the terms of the investment management contracts with the
Corporation, on behalf of each Fund, the Adviser provides the
Corporation with office space, equipment and supplies and other
facilities required for the business of the Funds. The Adviser pays
the compensation of all officers and employees of the Corporation, and
pays the expenses of clerical services relating to the administration
of the Funds. All expenses which are not specifically paid by the
Adviser and which are incurred in the operation of the Funds
including, but not limited to, (i) the fees of the Directors of the
Corporation who are not "interested persons," as such term is defined
in the 1940 Act (the "Independent Directors"), (ii) the fees of the
members of the Corporation's Advisory Board (described above) and
(iii) the continuous public offering of the shares of each Fund are
borne by the Funds. Subject to the conditions set forth in a private
letter ruling that the Funds have received from the Internal Revenue
Service relating to their multi-class structure, class expenses
properly allocable to any Class A or Class B shares will be borne
exclusively by such class of shares.

As provided by the investment management contracts, each Fund
pays the Investment Adviser an investment management fee, which is
accrued daily and paid monthly in arrears at the following rates of
the Funds' average daily net assets:

<TABLE>
<CAPTION>
JOHN HANCOCK EMERGING GROWTH FUND FEE
JOHN HANCOCK GLOBAL RESOURCES FUND (ANNUAL RATE)
-------------
<S> <C>
Average Daily Net Assets 0.75%

JOHN HANCOCK GOVERNMENT INCOME FUND
FEE
AVERAGE DAILY NET ASSETS (ANNUAL RATE)
------------------------ -------------
The first $200 million 0.65%
The next $300 million 0.625%
Over $500 million 0.60%

JOHN HANCOCK HIGH YIELD TAX-FREE FUND
JOHN HANCOCK HIGH YIELD BOND FUND
FEE
AVERAGE DAILY NET ASSETS (ANNUAL RATE)
------------------------ -------------
The first $75 million 0.625%
The next $75 million 0.5625%
Over $150 million 0.50%

JOHN HANCOCK MONEY MARKET FUND B
</TABLE>

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<TABLE>
<CAPTION>
FEE
AVERAGE DAILY NET ASSETS (ANNUAL RATE)
------------------------ -------------
<S> <C>
The first $500 million 0.50%
The next $250 million 0.425%
The next $250 million 0.375%
The next $500 million 0.35%
The next $500 million 0.325%
The next $500 million 0.30%
Over $2.5 billion 0.275%
</TABLE>

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

In the event normal operating expenses of a Fund, exclusive of
certain expenses prescribed by state law, are in excess of any state
limit where such Fund is registered to sell shares of common stock,
the fee payable to the Adviser will be reduced to the extent of such
excess and the Adviser will make any additional arrangements necessary
to eliminate any remaining excess expenses. The most restrictive
limit applicable to the Funds is 2.5% of the first $30,000,000 of a
Fund's average daily net asset value, 2% of the next $70,000,000 of
such assets and 1.5% of the remaining average daily net asset value.

Pursuant to the investment management contracts, the Adviser is
not liable for any error of judgment or mistake of law or for any loss
suffered by a Fund in connection with the matters to which their
respective contracts relate, 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 its reckless disregard of the
obligations and duties under the applicable contract.

The initial term of the investment management contracts expires
on December 22, 1996, and will continue in effect from year to year
thereafter if approved annually by a vote of a majority of the
Independent Directors, cast in person at a meeting called for the
purpose of voting on such approval, and by either a majority of the
Directors or the holders of a majority of the affected Fund's
outstanding voting securities. Each management contract may be
terminated without penalty on 60 days' notice at the option of either
party or by vote of a majority of the outstanding voting securities of
the Fund. Each management contract terminates automatically in the
event of its assignment.

Securities held by a 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 are selling the same security. If
opportunities for purchase or sale of securities by the Adviser for
the Funds 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.

Under the investment management contracts, the Funds may use the
name "John Hancock" or any name derived from or similar to it only for
as long as the investment management contract or any extension,
renewal or amendment thereof remains in effect. If a Fund's
investment

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<PAGE> 236
management contract is no longer in effect, the Fund (to the extent
that it lawfully can) will cease to use such name or any other name
indicating that it is advised by or otherwise connected with the
Adviser. In addition, the Adviser or the Life Company may grant the
non-exclusive right to use the name "John Hancock" or any similar name
to any other corporation or entity, including but not limited to any
investment company of which the Life Company or any subsidiary or
affiliate thereof or any successor to the business of any subsidiary
or affiliate thereof shall be the investment adviser.

For the fiscal years ended October 31, 1994, 1993 and 1992,
advisory fees payable by the Funds to TFMC, each Fund's former
investment adviser, were as follows:

(1) Emerging Growth Fund - (a) $2,706,438 (b) $1,668,514 and (c)
$809,284

(2) Global Resources Fund - (a) $220,869 (b) $95,411 and (c)
$57,774

(3) Government Income Fund - (a) $1,728,997 (b) $1,698,937 and
(c) $1,197,515

(4) High Yield Bond Fund - (a) $976,834 (b) $777,673 and (c)
$550,109

(5) High Yield Tax-Free Fund - (a) $886,380 (b) $541,737 and (c)
$370,020

(6) Money Market Fund B - (a) $214,088 (b) $142,298 and (c)
$133,127

During the six-month period ended October 31, 1993 and the fiscal
year ended October 31, 1994, TFMC paid subadvisory fees to
Transamerica Investment Services, Inc., its former subadviser, of
$34,536 and $71,992, respectively. High Yield Tax-Free Fund made no
payments of subadvisory fees during these periods.

Administrative Services Agreement. The Corporation, on behalf of
each Fund, was a party to an administrative services agreement with
TFMC (the "Services Agreement"), pursuant to which TFMC performed
bookkeeping and accounting services and functions, including preparing
and maintaining various accounting books, records and other documents
and keeping such general ledgers and portfolio accounts as are
reasonably necessary for the operation of the Funds. Other
administrative services included communications in response to
shareholder inquiries and certain printing expenses of various
financial reports. In addition, such staff and office space,
facilities and equipment was provided as necessary to provide
administrative services to the Funds. The Services Agreement was
amended in connection with the appointment of the Adviser as adviser
to the Fund to permit services under the Agreement to be provided to
the Funds by the Adviser and its affiliates. The Services Agreement
was terminated during the current fiscal year.

The following amounts for each of the following Funds for their
respective periods reflect (a) the total of administrative services
fees paid and of such amount, (b) the amount of which was paid to TFMC
and (c) the amount paid for certain data processing and pricing
information services:

EMERGING GROWTH FUND

(1) for the fiscal year ended October 31, 1994 - (a) $222,044;
(b) $192,019; and (c) $30,025.

(2) for the fiscal year ended October 31, 1993 - (a) $157,911;
(b) $134,656; and (c) $23,255.

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<PAGE> 237

(3) for the fiscal year ended October 31, 1992 - (a) $100,346;
(b) $81,923; and (c) $18,423.

GLOBAL RESOURCES FUND

(1) for the fiscal year ended October 31, 1994 - (a) $54,259;
(b) $43,512; and (c) $10,747.

(2) for the fiscal year ended October 31, 1993 - (a) $44,306;
(b) 34,515; and (c) $9,791.

(3) for the fiscal year ended October 31, 1992 - (a) $48,816;
(b) $38,916; and (c) $9,900.

GOVERNMENT INCOME FUND

(1) for the fiscal year ended October 31, 1994 - (a) $132,786;
(b) $107,246; and (c) $25,540.

(2) for the fiscal year ended October 31, 1993 - (a) $116,354;
(b) $90,782; and (c) $25,572.

(3) for the fiscal year ended October 31, 1992 - (a) $86,781;
(b) $62,627; and (c) $24,154.

HIGH YIELD BOND FUND

(1) for the fiscal year ended October 31, 1994 - (a) $100,822;
(b) $80,593; and (c) $20,229.

(2) for the fiscal year ended October 31, 1993 - (a) $82,030;
(b) $64,844; and (c) $17,186.

(3) for the fiscal year ended October 31, 1992 - (a) $69,403;
(b) $52,920; and (c) $16,483.

HIGH YIELD TAX-FREE FUND

(1) for the fiscal year ended October 31, 1994 - (a) $88,709;
(b) $60,488; and (c) $28,221.

(2) for the fiscal year ended October 31, 1993 - (a) $69,485;
(b) 46,591; and (c) $22,894.

(3) for the fiscal year ended October 31, 1992 - (a) $63,272;
(b) $40,793; and (c) $22,479.

MONEY MARKET FUND B

(1) for the fiscal year ended October 31, 1994 - (a) $46,621;
(b) $36,221; and (c) $10,400.

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<PAGE> 238

(2) for the fiscal year ended October 31, 1993 - (a) $42,511;
(b) $32,451; and (c) $10,060.

(3) for the fiscal year ended October 31, 1992 - (a) $51,109;
(b) $40,808; and (c) $10,301.

DISTRIBUTION CONTRACT

Distribution Agreement. As discussed in the Prospectus, each
Fund's shares are sold on a continuous basis at the public offering
price. John Hancock Funds, a wholly-owned subsidiary of the Adviser,
has the exclusive right, pursuant to the Distribution Agreement dated
December 22, 1994 (the "Distribution Agreement"), to purchase shares
from the Funds at net asset value for resale to the public or to
broker-dealers at the public offering price. Upon notice to all
broker-dealers with whom it has sales agreements ("Selling Brokers"),
John Hancock Funds may allow such Selling Brokers up to the full
applicable sales charge during periods specified in such notice.
During these periods, such Selling Brokers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933.

The Distribution Agreement was initially adopted by the
affirmative vote of the Corporation's Board of Directors including the
vote a majority of Directors who are not parties to the agreement or
interested persons of any such party, cast in person at a meeting
called for such purpose. The Distribution Agreement shall continue in
effect with respect to each Fund until December 22, 1996 and from year
to year if approved by either the vote of the Fund's shareholders or
the Board of Directors including the vote of a majority of the
Directors who are not parties to the agreement or interested persons
of any such party, cast in person at a meeting called for such
purpose. The Distribution Agreement may be terminated at any time as
to one or more of the Funds, without penalty, by either party upon
sixty (60) days' written notice or by a vote of a majority of the
outstanding voting securities of the affected Fund and terminates
automatically in the case of an assignment by John Hancock Funds.

For the fiscal year ended October 31, 1994, the following amounts
for each of Emerging Growth and High Yield Bond Fund reflect (a) the
total underwriting commissions for sales of the Fund's Class A shares
of administrative and (b) the portion of such amount retained by the
Fund's former distributor, Transamerica Fund Distributors, Inc. In
each case, the remainder of such underwriting commissions was
reallowed to dealers.

EMERGING GROWTH FUND

(a) $1,042,959 and (b) $65,421.

HIGH YIELD BOND FUND

(a) $324,876 and (b) $23,651.

The other Funds did not have Class A shares outstanding for the year
ended October 31, 1994, and Emerging Growth Fund and High Yield Bond
Fund did not have Class A shares outstanding for the years prior to
the year ended October 31, 1994.

Distribution Plan. The Board of Directors approved new
distribution plans pursuant to Rule 12b-1 under the 1940 Act for
shares of Money Market Fund ("Money Market B Plan") and Class A Shares
("Class A Plans") and Class B Shares ("Class B Plan") of each other
Fund. Such

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<PAGE> 239
Plans were approved by a majority of the outstanding shares of each
respective class of each Fund on December 16, 1994 and became
effective on December 22, 1994.

Under each Class A Plan, the distribution or service fee will not
exceed an annual rate of 0.25% of the average daily net asset value of
the Class A Shares of a Fund (determined in accordance with the Fund's
Prospectus as from time to time in effect). Any expenses under the
Class A Plan not reimbursed within 12 months of being presented to the
Fund for repayment are forfeited and not carried over to future years.
Under the Money Market B Plan and each Class B Plan, the distribution
or services fee to be paid by the applicable Fund will not exceed an
annual rate of 1.00% of the average daily net assets of its shares (in
the case of Money Market Fund B) or the Class B shares of the Fund (in
each case, determined in accordance with such Fund's prospectus as
from time to time in effect); provided that the portion of such fee
used to cover Service Expenses (described below) shall not exceed an
annual rate of 0.25% of the average daily net asset value of the
shares of the Fund (in the case of Money Market Fund B) or the Class B
Shares of the Fund. In accordance with generally accepted accounting
principles, the Fund does not treat unreimbursed distribution expenses
attributable to Class B shares as a liability of the Fund and does not
reduce the current net assets of Class B by such amount although the
amount may be payable under the Class B Plan in the future.

Under the Plans, expenditures shall be calculated and accrued
daily and paid monthly or at such other intervals as the Directors
shall determine. The fee may be spent by John Hancock Funds on
Distribution Expenses or Service Expenses. "Distribution Expenses"
include any activities or expenses primarily intended to result in the
sale of shares of the relevant class of the Fund, including, but not
limited to: (i) initial and ongoing sales compensation payable out of
such fee as such compensation is received by John Hancock Funds or by
Selling Brokers, (ii) direct out-of-pocket expenses incurred in
connection with the distribution of shares, including expenses related
to printing of prospectuses and reports; (iii) preparation, printing
and distribution of sales literature and advertising material; (iv) an
allocation of overhead and other branch office expenses of John
Hancock Funds related to the distribution of Fund Shares (v)
distribution expenses that were incurred by the Fund's former
distributor and not recovered through payments under the Class A or
Class B former plans (or, in the case of Money Market Fund, the Money
Market B Plan) or through receipt of contingent deferred sales charges
("CDSCs"); and (vi) in the event that any other investment company
(the "Acquired Fund") sells all or substantially all of its assets,
merges with or otherwise engages in a combination with the Fund,
distribution expenses originally incurred in connection with the
distribution of the Acquired Fund's shares. Service Expenses under
the Plans include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of John
Hancock Funds) and others who furnish personal and shareholder account
maintenance services to shareholders of the relevant class of the
Fund.

For the fiscal year ended October 31, 1994, total payments made
by Emerging Growth Fund under the Fund's former Class A Rule 12b-1
plan to the former distributor amounted to $277,671 and of such amount
(1) $9,627, (2) $126,857, (3) $8,204, (4) $16,712 and (5) $116,271
respresented payments for (1) advertising, (2) payments to dealers and
for dealer meetings, (3) cost of prospectuses and shareholder reports,
(4) various sales literature and (5) service fees, respectively. For
the fiscal year ended October 31, 1994, total payments made by High
Yield Bond Fund under the Fund's former Class A Rule 12b-1 plan to the
former distributor amounted to $20,179 and of such amount (1) $68, (2)
$5,975, (3) $383, (4) $1,431 and (5) $12,322 respresented payments for
(1) advertising, (2) payments to dealers and for dealer meetings, (3)
cost of prospectuses and shareholder reports, (4) various sales
literature and (5) service fees, respectively.

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<PAGE> 240

The following amounts for each of the Funds for the fiscal year
ending October 31, 1994 represent each Fund's total payments to the
former distributor made pursuant to its Class B Plan (in the case of
Money Market Fund, pursuant to the Money Market B Plan) and of such
amounts, portions representing:

(1) total of service fees shown as
(a) service fees paid to brokers and dealers; and
(b) service fees paid to the former distributor

(2) total of distribution fees shown as:
(a) dealer commission payments;
(b) underwriting fee; and
(c) carrying charge (separate distribution fee).

Emerging Growth Fund (Class B Shares) - $2,497,907 total;

(1) $639,690; a) $401,762, and b) $237,928 and

(2) $1,858,217; a) $916,075, b) $229,019 and c) $713,123.

Global Resources Fund (Class B Shares) - $281,482 total;

(1) $70,523; a) $40,920, and b) $29,603 and

(2) $210,959; a) $124,689 b) $31,172 and c) $55,098.

Government Income Fund (Class B Shares) - $2,685,298, total;

(1) $671,915; a) $538,084, and b) $133,831 and

(2) $2,013,382; a) $944,718, b) 236,179 and c) $832,485

High Yield Bond Fund (Class B Shares) - $1,583,989 total;

(1) $390,708; a) $288,075, and b) $102,633 and

(2) $1,193,281; a) $591,135, b) $147,784 and c) $454,362

High Yield Tax-Free Fund (Class B Shares) - $1,408,352 total;

(1) $360,232; a) $192,666, and b) $167,566 and

(2) $1,048,120; a) $511,586, b) $127,896 and c) $408,638.

Money Market Fund B - $428,177 total;

(1) $107,432; a) $92,386, and b) $15,046 and

(2) $320,745; a) $182,732, b) $45,683 and c) $92,330.

The following amounts for each of the Funds for the fiscal years
ended October 31, 1994, 1993 and 1992 represent amounts of CDSCs from
redemptions of the Fund's shares as received by the former
distributor: (a) Emerging Growth Fund (Class B Shares) - $382,553,
$288,843 and

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<PAGE> 241
$130,276; (b) Global Resources Fund (Class B Shares) - $68,696,
$27,393 and $31,801; (c) Government Income Fund (Class B Shares) -
$766,358, $518,924 and $398,691; (d) High Yield Bond Fund (Class B
Shares) - $387,591, $408,082 and $316,349; (e) High Yield Tax-Free
Fund (Class B Shares) - $253,265, $99,725 and $142,804; and (f) Money
Market Fund B - $343,829, $211,332 and $271,728.

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

Information regarding the services rendered under the Plans and
the Distribution Agreement and the amounts paid therefore by the
respective Class of the Funds are provided to, and reviewed by, the
Board of Directors on a quarterly basis. In its quarterly review, the
Board of Directors considers the continued appropriateness of the
Plans and the Distribution Agreement and the level of compensation
provided therein.

NET ASSET VALUE

For purposes of calculating the net asset value ("NAV") of the
shares of the Funds, 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 mean between the current closing bid and asked
prices.

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 Investment 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 Directors.

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.

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<PAGE> 242

The Funds will not price their securities on the following
national holidays: New Year's Day; Presidents' Day; Good Friday;
Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and
Christmas Day. On any day an international market is closed and the
New York Stock Exchange is open, any foreign securities will be valued
at the prior day's close with the current day's exchange rate.
Trading of foreign securities may take place on Saturdays and U.S.
business holidays on which a Fund's NAV is not calculated.
Consequently, a 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.

AMORTIZED COST METHOD OF PORTFOLIO VALUATION

Money Market Fund utilizes the amortized cost valuation method of
valuing portfolio instruments in the absence of extraordinary or
unusual circumstances. Under the amortized cost method, assets are
valued by constantly amortizing over the remaining life of an
instrument the difference between the principal amount due at maturity
and the cost of the instrument to the Fund. The Directors will from
time to time review the extent of any deviation of the net asset
value, as determined on the basis of the amortized cost method, from
net asset value as it would be determined on the basis of available
market quotations. If any deviation occurs which may result in
unfairness either to new investors or existing shareholders, the
Directors will take such actions as they deem appropriate to eliminate
or reduce such unfairness to the extent reasonably practicable. These
actions may include selling portfolio instruments prior to maturity to
realize gains or losses or to shorten the Fund's average portfolio
maturity, withholding dividends, splitting, combining or otherwise
recapitalizing outstanding shares or utilizing available market
quotations to determine net asset value per share.

Since a dividend is declared to shareholders each time net asset
value is determined, the net asset value per share of the Fund will
normally remain constant at $1.00 per share. There is no assurance
that the Fund can maintain the $1.00 per share value. Monthly, any
increase in the value of a shareholder's investment from dividends is
reflected as an increase in the number of shares in the shareholder's
account or is distributed as cash if a shareholder has so elected.

It is expected that the Fund's net income will be positive each
time it is determined. However, if because of a sudden rise in
interest rates or for any other reason the net income of the Fund
determined at any time is a negative amount, the Fund will offset the
negative amount against income and accrued during the month for each
shareholder account. If at the time of payment of a distribution such
negative amount exceeds a shareholder's portion of accrued income, the
Fund may reduce the number of its outstanding shares by treating the
shareholder as having contributed to the capital of the Fund that
number of full or fractional shares which represent the amount of
excess. By investing in the Fund, shareholders are deemed to have
agreed to make such a contribution. This procedure permits the Fund
to maintain its net asset value at $1.00 per share.

If in the view of the Directors it is inadvisable to continue the
practice of maintaining net asset value at $1.00 per share, the
Directors reserve the right to alter the procedures for determining
net asset value. The Fund will notify shareholders of any such
alteration.

The Fund is permitted to redeem shares in kind. Nevertheless,
the Fund has filed with the Securities and Exchange Commission a
notification of election committing itself to pay in cash on
redemption by a shareholder of record, limited during any 90-day
period to the lesser of $250,000 or 1% of the net asset value of the
Fund at the beginning of such period.

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<PAGE> 243

The Fund will not price its securities on the following national
holidays: New Year's Day; President's Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day and Christmas Day.

INITIAL SALES CHARGE ON CLASS A SHARES

Class A shares of the Funds are offered at a price equal to their
net asset value plus a sales charge which, at the option of the
purchaser, may be imposed either at the time of purchase (the "initial
sales charge alternative") or on a contingent deferred basis (the
"deferred sales charge alternative"). Share certificates will not be
issued unless requested by the shareholder in writing, and then only
will be issued for full shares. The Directors reserves the right to
change or waive a 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 shares of
the Funds are described in each Fund's Prospectus. Methods of
obtaining reduced sales charges referred to generally in the
Prospectuses are described in detail below. In calculating the sales
charge applicable to current purchases of Class A shares, the investor
is entitled to cumulate current purchases with the greater of the
current value (at offering price) of the Class A shares of the Fund,
or if Investor Services is notified by the investor's dealer or the
investor at the time of the purchase, the cost of the Class A shares
owned.

Combined Purchases. In calculating the sales charge applicable
to purchases of Class A shares made at one time, the purchases will be
combined if made by (a) an individual, his or her spouse and their
children under the age of 21 purchasing securities for his or her own
account, (b) a trustee or other fiduciary purchasing for a single
trust, estate or fiduciary account and (c) certain groups of four or
more individuals making use of salary deductions or similar group
methods of payment whose funds are combined for the purchase of mutual
fund shares. Further information about combined purchases, including
certain restrictions on combined group purchases, is available from
Investor Services or a Selling Broker's representative.

Without Sales Charge. As described in the Prospectuses, Class A
shares of the Funds may be sold without a sales charge to certain
persons described in the Prospectuses.

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 then being invested but also the purchase price or value of
the Class A shares already held by such person.

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

Letter of Intention. The reduced sales loads are also applicable
to investments made over a specified period pursuant to a Letter of
Intention (LOI), which should be read carefully prior to its execution
by an investor. Each Fund (other than Money Market 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 period of thirteen (13) months. Investors who are using the
Fund as a funding medium for a qualified retirement plan, however, may
opt to make the necessary investments called for by the LOI over a
forty-eight (48) month period. These qualified

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<PAGE> 244
retirement plans include IRA's, SEP, SARSEP, TSA, 401(k) plans, TSA
plans and 457 plans. Such an investment (including accumulations and
combinations) must aggregate $100,000 or more invested during the
specified period from the date of the LOI or from a date within ninety
(90) days prior thereto, upon written request to Investor Services
($50,000 in the case of Emerging Growth Fund and Global Resources
Fund). The sales charge applicable to all amounts invested under the
LOI is computed as if the aggregate amount intended to be invested had
been invested immediately. If such aggregate amount is not actually
invested, the difference in the sales charge actually paid and the
sales charge payable had the LOI not been in effect is due from the
investor. However, for the purchases actually made with the specified
period (either 13 or 48 months), the sales charge applicable will not
be higher than that which would have been applied (including
accumulations and combinations) had the LOI been for the amount
actually invested.

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

DEFERRED SALES CHARGE ON CLASS B SHARES

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

Contingent Deferred Sales Charge. Class B shares which are
redeemed within six years of purchase will be subject to a CDSC at the
rates set forth in the Funds' respective Prospectuses as a percentage
of the dollar amount subject to the CDSC. The charge will be assessed
on an amount equal to the lesser of the current market value or the
original purchase cost of the Class B shares being redeemed.
Accordingly, no CDSC will be imposed on increases in account value
above the initial purchase prices, including Class B shares derived
from reinvestment of dividends or capital gains distributions.

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

Proceeds from the CDSC are paid to John Hancock Funds and are
used in whole or in part by John Hancock Funds to defray its expenses
related to providing distribution-related services to the Fund in
connection with the sale of the Class B shares, such as the payment of
compensation to select Selling Brokers for selling Class B shares.
The combination of the CDSC and the distribution and service fees
facilitates the ability of the Fund to sell the Class B shares without
a sales charge being deducted at the time of the purchase. See the
Prospectuses for additional information regarding the CDSC.

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SPECIAL REDEMPTIONS

Although the Funds would not normally do so, each 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 Directors. When the
shareholder sells portfolio securities received in this fashion, he
would incur a brokerage charge. Any such security would be valued for
the purpose of making such payment at the same value as used in
determining the Fund's net asset value. Each Fund has elected to be
governed by Rule 18f-1 under the 1940 Act, pursuant to which the Fund
is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund during any 90-day
period for any one account.

ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege. As described more fully in the Prospectuses,
the Funds permit exchanges of shares of any class for shares of the
same class in any other John Hancock fund offering that class. Also,
as described more fully in Money Market Fund's Prospectus, Money Market
Fund requires investors to elect a Systematic Exchange Plan under
certain circumstances.

Systematic Withdrawal Plan. As described briefly in the
Prospectuses, the Funds permit the establishment of a Systematic
Withdrawal Plan. Payments under this plan represent proceeds arising
from the redemption of Fund shares. Since the redemption price of
Fund shares may be more or less than the shareholder's cost, depending
upon the market value of the securities owned by the Fund at the time
of redemption, the distribution of cash pursuant to this plan may
result in realization of gain or loss for purposes of Federal, state
and local income taxes. The maintenance of a Systematic Withdrawal
Plan concurrently with purchases of additional Class A or Class B
shares of a Fund could be disadvantageous to a shareholder because of
the initial sales charge payable on such purchases of Class A shares
and the CDSC imposed on redemptions of Class B shares and because
redemptions are taxable events. Therefore, a shareholder should not
purchase Fund shares at the same time as a Systematic Withdrawal Plan
is in effect. Each Fund reserves the right to modify or discontinue
the Systematic Withdrawal Plan of any shareholder on 30 days' prior
written notice to such shareholder, or to discontinue the availability
of such plan in the future. The shareholder may terminate the plan at
any time by giving proper notice to Investor Services.

Monthly Automatic Accumulation Program ("MAAP"). This program is
explained fully in each Fund's Prospectus and the Account Privileges
Application. The program, as it relates to automatic investment
checks, is subject to the following conditions:

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

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

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

Reinvestment Privilege. A shareholder who has redeemed 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 mutual
fund, subject to the minimum investment limit in that fund. The
proceeds from the redemption of

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Class A shares may be reinvested at net asset value without paying a
sales charge in Class A Shares of the Fund or in Class A shares of
another John Hancock mutual fund. If a CDSC was paid upon a
redemption, a shareholder may reinvest the proceeds from that
redemption at net asset value in additional shares of the class from
which the redemption was made. The shareholder's account will be
credited with the amount of any CDSC charged upon the prior redemption
and the new shares will continue to be subject to the CDSC. The
holding period of the shares acquired through reinvestment will, for
purposes of computing the CDSC payable upon a subsequent redemption,
include the holding period of the redeemed shares. The Fund may
modify or terminate the reinvestment privilege at any time.

A redemption or exchange of 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."

DESCRIPTION OF THE CORPORATION'S SHARES

Each Fund operates as one series of the Corporation. All shares
of stock of the Corporation ($.01 par value per share) have equal
voting rights among shares of the same series (except that each class
of shares within a series has sole voting rights with respect to
matters solely affecting that class). On May 25, 1994, the
Corporation's Articles of Incorporation were amended to increase the
authorized common stock of the Corporation from 250,000,000 to
375,000,000 of Class A common Stock and from 250,000,000 to
625,000,000 shares of Class B common stock. No shares of any series
or class have pre-emptive or conversion rights. Each series of shares
represents interests in a separate portfolio of investments. Each is
entitled to all income and gains (or losses) and bears all of the
expenses associated with the operations of that portfolio except that
each class of a series bears its own transfer agency fees. Common
expenses of the Corporation are allocated among the series, based upon
the respective net assets or ratably or a combination of both
whichever is more appropriate, of each series.

The Board of Directors is authorized to create additional series
of shares and classes within any series at any time without approval
by shareholders. Six series of shares representing interests in the
Corporation are presently authorized.

Each share of each series or class of the Corporation represents
an equal proportionate interest with each other share in that series
or class, none having priority or preference over other shares of the
same series or class. The interest of investors in the various series
or classes of the Corporation is separate and distinct. All
consideration received for the sales of shares of a particular series
or class of the Corporation, all assets in which such consideration is
invested and all income, earnings and profits derived from such
investments will be allocated to and belong to that series or class.
As such, each share is entitled to dividends and distributions out of
the net income belonging to that series or class as declared by the
Board of Directors. The assets of each series are segregated on the
Corporation's books and are charged with the liabilities of that
series and with a share of the Corporation's general liabilities.

The Board of Directors determines those assets and liabilities
deemed to be general assets or liabilities of the Corporation, and
these items are allocated among each series in proportion to the
relative total net assets of each series. In the unlikely event that
the liabilities allocable to a series exceed the assets of that
series, the amount to be deemed available for distribution to each
affected series shall be determined by the Board of Directors in order
to effect an equitable allocation among each series of the
Corporation.

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The Corporation has received an order from the Securities and
Exchange Commission permitting the issuance and sale of two classes of
stock. The Corporation reclassified its shares, as Class B Shares on
June 5, 1991 and authorized in respect of Emerging Growth Fund, on
June 5, 1991 and in respect of High Yield Bond Fund and High Yield
Tax-Free Fund on April 15, 1993, and in respect of Global Resources
Fund and Government Income Fund on February 15, 1994, the issuance of
shares of Class A common stock which represent an interest in the same
assets of the respective Funds and are identical in all respects
except that the Class B Shares bear certain expenses related to the
distribution of such shares and have exclusive voting rights with
respect to matters relating to such distribution expenditures. The
Directors of the Corporation may classify and reclassify the shares of
all Funds into additional classes of common stock at a future date.

Voting Rights. Each shareholder of the Corporation is entitled
to a full vote for each full share held (and fractional votes for
fractional shares). Shareholders of each series or class vote
separately from other shareholders of the Corporation with respect to
all matters which affect solely the interests of that series or class.
After Directors have been elected by shareholders, they will continue
to serve indefinitely and they may appoint their own successors,
provided that always at least a majority of the Directors have been
elected by the Corporation's shareholders. The voting rights of
stockholders are not cumulative, so that the holders of more than 50
percent of the shares voting can, if they choose, elect all Directors
being selected, while the holders of the remaining shares would be
unable to elect any Directors. It is the intention of the Corporation
not to hold annual meetings of shareholders. The Directors may call
annual or special meetings of shareholders of the Corporation or any
class of series for action by shareholder vote as may be required by
the Investment Company Act of 1940. Pursuant to an undertaking to the
Securities and Exchange Commission, the Corporation will call a
meeting of shareholders for any purpose, including voting to remove
one or more Director, on the written request of the holders of at
least 10% of outstanding shares of the Corporation. The Funds will
assist shareholders with any communications including shareholder
proposals.

Director and Officer Liability. Under the Corporation's Articles
of Incorporation and the Maryland General Corporation Law, the
directors, officers, employees and agents of the Corporation are
entitled to indemnification under certain circumstances against
liabilities, claims and expenses arising from any threatened, pending
or completed action, suit or proceeding to which they are made parties
by reason of the fact that they are or were such directors, officers,
employees or agents of the Corporation except as such liability may
arise from their own bad faith, willful misfeasance, gross negligence
or reckless disregard of duties.

The Corporation is not required to issue stock certificates. The
Corporation shall continue without limitation of time subject to the
provisions in the Articles of Incorporation concerning termination by
action of the shareholders.

TAX STATUS

Each Fund is treated as a separate entity for accounting and tax
purposes. Each Fund has qualified and elected to be treated as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), and intends to continue
to so qualify in the future. 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, each Fund will not be subject to Federal income tax on taxable
income (including net realized capital gains) which is distributed to
shareholders at least annually in accordance with the timing
requirements of the Code.

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Each Fund will be subject to a 4% non-deductible 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. Each Fund intends under normal
circumstances to avoid liability for such tax by satisfying such
distribution requirements.

Distributions from a Fund's current or accumulated earnings and
profits ("E&P"), as computed for Federal income tax purposes, will be
taxable as described in such Fund's Prospectus whether taken in shares
or in cash. Distributions, if any, in excess of E&P will constitute a
return of capital, which will first reduce an investor's tax basis in
Fund shares and thereafter (after such basis is reduced to zero) will
generally give rise to capital gains. Shareholders electing to
receive distributions in the form of additional shares will have a
cost basis for Federal income tax purposes in each share so received
equal to the amount of cash they would have received had they elected
to receive the distributions in cash, divided by the number of shares
received.

Distributions of tax-exempt interest ("exempt-interest
dividends") timely designated as such by High Yield Tax-Free Fund will
be treated as tax-exempt interest under the Code, provided that such
Fund qualifies as a regulated investment company and at least 50% of
the value of its assets at the end of each quarter of its taxable year
is invested in tax-exempt obligations. Shareholders are required to
report their receipt of tax-exempt interest, including such
distributions, on their Federal income tax returns. The portion of
High Yield Tax-Free Fund's distributions designated as exempt-interest
dividends may differ from the actual percentage that its tax-exempt
income comprised of its total income during the period of any
particular shareholder's investment. High Yield Tax-Free Fund will
report to shareholders the amount designated as exempt-interest
dividends for each year.

Interest income from certain types of tax-exempt bonds that are
private activity bonds in which High Yield Tax-Free Fund may invest is
treated as an item of tax preference for purposes of the Federal
alternative minimum tax. To the extent that High Yield Tax-Free Fund
invests in these types of tax-exempt bonds, shareholders will be
required to treat as an item of tax preference for Federal alternative
minimum purposes that part of such Fund's exempt-interest dividends
which is derived from interest on these tax-exempt bonds.
Exempt-interest dividends derived from interest income from all
tax-exempt bonds may be included in corporate "adjusted current
earnings" for purposes of computing the alternative minimum tax
liability, if any, of corporate shareholders of High Yield Tax-Free
Fund.

If Global Resources Fund or Emerging Growth Fund acquires stock
in certain non-U.S. corporations that receive at least 75% of their
annual gross income from passive sources (such as interest, dividends,
rents, royalties or capital gain) or hold at least 50% of their assets
in investments producing such passive income ("passive foreign
investment companies"), that 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.
Certain elections may, if available, ameliorate these adverse tax
consequences, but any such election would require the applicable Fund
to recognize taxable income or gain without the concurrent receipt of
cash. Any Fund that is permitted to acquire stock in foreign
corporations may limit and/ or manage its holdings in passive foreign
investment companies to minimize its tax liability or maximize its
return from these investments.

Foreign exchange gains and losses realized by Emerging Growth
Fund, Global Resources Fund, Government Income Fund or High Yield Bond
Fund in connection with certain transactions involving foreign
currency-denominated debt securities, certain foreign currency futures
and options, foreign currency forward contracts, foreign currencies,
or payables or receivables

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denominated in a foreign currency are subject to Section 988 of the
Code, which generally causes such gains and losses to be treated as
ordinary income and losses and may affect the amount, timing and
character of distributions to shareholders. Any such transactions
that are not directly related to a Fund's investment in stock or
securities, possibly including speculative currency positions or
currency derivatives not used for hedging purposes, may increase the
amount of gain it is deemed to recognize from the sale of certain
investments held for less than three months, which gain is limited
under the Code to less than 30% of its annual gross income, and 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 annual gross income. Income from investments in commodities, such
as gold and certain related derivative instruments, is also not
treated as qualifying income under this test. If the net foreign
exchange loss for a year treated as ordinary loss under Section 988
were to exceed a Fund's investment company taxable income computed
without regard to such loss but after considering the post-October
loss regulations (i.e., all of the Fund's net income other than any
excess of net long-term capital gain over net short-term capital loss)
the resulting overall ordinary loss for such year would not be
deductible by the Fund or its shareholders in future years.

Global Resources Fund, Emerging Growth Fund, Government Income
Fund and High Yield Bond 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. Investors may be
entitled to claim U.S. foreign tax credits or deductions with respect
to such taxes, subject to certain provisions and limitations contained
in the Code. Specifically, if more than 50% of the value of a 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 actually received) their pro rata shares
of foreign income taxes paid by the Fund even though not actually
received by them, and (ii) treat such respective pro rata portions as
foreign income taxes paid by them. Global Resources Fund or Emerging
Growth Fund may, but the other Funds probably will no, satisfy this
50% requirement.

If a Fund makes this election, shareholders may then deduct such
pro rata portions of foreign income 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 foreign income taxes paid by the Fund, although such shareholders
will be required to include their share of such taxes in gross income.
Shareholders who claim a foreign tax credit for such foreign taxes may
be required to treat a portion of dividends received from the Fund as
a separate category of income for purposes of computing the
limitations on the foreign tax credit. Tax-exempt shareholders will
ordinarily not benefit from this election. Each year that a Fund
files the election described above, its shareholders will be notified
of the amount of (i) each shareholder's pro rata share of foreign
income taxes paid by the Fund and (ii) the portion of Fund dividends
which represents income from each foreign country. A Fund that cannot
or does not make this election may deduct such taxes in computing its
taxable income.

The amount of a 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 such Fund to dispose of portfolio securities or enter into
options or futures 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, in the case of Global
Resources Fund and Emerging Growth Fund, to undistributed taxable
income of the Fund. Consequently, subsequent distributions from such
appreciation or income may be taxable to such investor even if the net
asset value of the investor's

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shares is, as a result of the distributions, reduced below the
investor's cost for such shares, and the distributions in reality
represent a return of a portion of the purchase price.

Upon a redemption of shares of a Fund (including by exercise of
the exchange privilege) a shareholder may realize a taxable gain or
loss depending upon his basis in his shares, except that a redemption
of shares of Money Market Fund B may not result in a gain or loss if
the Fund always successfully maintains a constant net asset value per
share, although a loss may still arise if a CDSC is paid. Any gain or
loss will be treated as capital gain or loss if the shares are capital
assets in the shareholder's hands and will be long-term or short-term,
depending upon the shareholder's tax holding period for the shares. A
sales charge paid in purchasing Class A shares of a 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. Such disregarded load 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 same 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 an election to reinvest dividends in
additional shares. 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 disallowed (in the case of High Yield Tax-Free Fund)to
the extent of all exempt-interest dividends paid with respect to such
shares and, if not thus disallowed, will (in the case of any Fund) be
treated as a long-term capital loss to the extent of any amounts
treated as distributions of long-term capital gain with respect to
such shares.

Although its present intention is to distribute all net capital
gains, if any, each 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 Funds will not in any event distribute net
long-term 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. Each shareholder would
be treated for Federal income tax purposes as if the Fund had
distributed to him on the last day of its taxable year his pro rata
share of such excess, and he had paid his pro rata share of the taxes
paid by the Fund and reinvested the remainder in the Fund.
Accordingly, each shareholder would (a) include his pro rata share of
such excess as long-term capital gain income in his return for his
taxable year in which the last day of such 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 such Fund, and (c)
be entitled to increase the adjusted tax basis for his shares in such
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, each Fund is generally permitted
to carry forward a net capital loss in any year to offset its own 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 applicable Fund and, as noted above, would not be distributed as
such to shareholders. As of October 31, 1994, Emerging Growth Fund
had capital loss carryforwards of $17,163,122, of which $1,477,890
will expire in 1996, $177,369 will expire in 1998, $2,304,137 will
expire in 2000, $4,446,419 will expire in 2001 and $8,817,307 will
expire in 2002. As of October 31, 1994, Global Resources Fund had
capital loss carryforwards of $106,861, of which $16,520 will expire
in 2000 and $90,341 will expire in 2002. As of the same date,
Government Income Fund, High Yield Bond Fund and High Yield Tax-Free
Fund had capital loss carryforwards of $15,347,195, $9,184,252 and
$2,785,979, respectively, all of which will expire in 2002.

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Interest on indebtedness incurred by a shareholder to purchase or
carry shares of High Yield Tax-Free Fund will not be deductible for
Federal income tax purposes to the extent it is deemed related to
exempt-interest dividends paid by such Fund. Pursuant to published
guidelines, the Internal Revenue Service may deem indebtedness to have
been incurred for the purpose of purchasing or carrying shares of this
Fund even though the borrowed funds may not be directly traceable to
the purchase of shares.

For purposes of the dividends-received deduction available to
corporations, dividends received by a 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) and distributed and
designated by the Fund may be treated as qualifying dividends. Only
Emerging Growth Fund or Global Resources Fund may sometimes have any
significant portion of its distributions treated as qualifying
dividends. Corporate shareholders must meet the minimum holding
period requirement stated above (46 or 91 days) with respect to their
shares of the applicable Fund in order to qualify for the deduction
and, if they borrow to acquire such shares, may be denied a portion of
the dividends-received deduction. The entire qualifying divdend,
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, for the purpose of computing its gain or
loss on redemption or other disposition of the shares.

Each Fund that invests in certain PIKs, zero coupon securities or
certain increasing rate securities (an, in general, any other
securities wih original issue discount or with market discount if the
Fund elects to include market discount in income currently) must
accrue income on such investments prior to the receipt of the
corresponding cash payments. However, each Fund must distribute, at
least annually, all or substantially all of its net income, including
such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid Federal income and excise
taxes. Therefore, a Fund may have to dispose of its portfolio
securities ude disadvantageous circumstances to generate cash, or may
have to leverage itself by borrowing the cash, to satisfy distribution
requirements.

Investments in debt obligations that are at risk of or in default
presents special tax issues for any Fund that may hold such
obligations, such as High Yield Bond Fund and High Yield Tax- Free
Fund. Tax rules are not entirely clear about issues such as when the
Funds 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 any Fund that may hold such
obligations in order to reduce the risk of distributing insufficient
income to preserve its status as a regulated investment company and
seek to avoid becoming subject to Federal income or excise tax.

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

Certain options, futures and forward foreign currency
transactions undertaken by a Fund may cause such 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 certain currency forwards, options and
futures, as ordinary income or loss) and timing of some capital gains
and losses realized by the Fund. Also, certain of a Fund's losses on

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its transactions involving options, futures and forward foreign
currency contracts and/or offsetting portfolio positions may be
deferred rather than being taken into account currently in calculating
the Fund's taxable income or gains. These transactions may therefore
affect the amount, timing and character of a Fund's distributions to
shareholders. Certain of the applicable tax rules may be modified if
the Fund is eligible and chooses to make one or more of certain tax
elections that may be available. The Funds will take into account the
special tax rules (including consideration of available elections)
applicable to options, futures or forward contracts in order to
minimize any potential adverse tax consequences.

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

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

Non-U.S. investors not engaged in a U.S. trade or business with
which their investment in a 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 nonresident
alien withholding tax at the rate of 30% (or a lower rate under an
applicable tax treaty) on amounts treated as ordinary dividends from a
Fund and, unless an effective IRS Form W-8 or authorized substitute is
on file, to 31% backup withholding on certain other payments from the
Fund. Non- U.S. investors should consult their tax advisers regarding
such treatment and the application of foreign taxes to an investment
in the Funds.

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

CALCULATION OF PERFORMANCE

For the 30-day period ended December 31, 1994, the yields of (a)
High Yield Bond Fund's Class A and Class B shares were 11.55% and
11.35%, respectively, (b) High Yield Tax-Free Fund's Class A and Class
B shares were 6.71% and 6.28%, respectively and (c) Government Income
Fund's Class A and Class B shares were 6.14% and 5.64%, respectively.
The performance of High Yield Bond Fund's Class A and Class B shares
quoted (1) partially reflects an increase due to significant declines
in prices of certain bonds held in the Fund's portfolio due to current
adverse market conditions and (2) may not reflect the actual income
stream investors can expect if portfolio issuers experience financial
difficulties. For a thorough explanation, investors may obtain
further information from their broker.

Each 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:

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Yield = 2 [ (a-b + 1 )6 -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).

High Yield Tax-Free Fund may advertise a tax-equivalent yield,
which is computed by dividing that portion of the yield of that Fund
which is tax-exempt by one minus a stated income tax rate and adding
the product to that portion, if any, of the yield of the Fund that is
not tax- exempt. The tax-equivalent yields for the High Yield
Tax-Free Fund's Class A and Class B Shares at the 36% federal income
tax rate for the 30-day period ended December 31, 1994 were 10.48% and
9.81%, respectively.

Each Fund's total return is computed by finding the average
annual compounded rate of return over the 1-year, 5-year, and 10-year
periods that would equate the initial amount invested to the ending
redeemable value according to the following formula:

P(1+T)n = ERV

P= a hypothetical initial payment 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 and life-of-fund
periods.

In the case of Class A shares or Class B shares, this calculation
assumes the maximum sales charge is included in the initial investment
or the CDSC is applied at the end of the period. This calculation
also 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 a Fund during the period stated by
the maximum offering price or net asset value at the end of the
period.

The total return in the case of Class B shares of Emerging Growth
Fund, Global Resources Fund, Government Income Fund, High Yield Bond
Fund and High Yield Tax-Free Fund and shares of each other Fund is
calculated by determining the net asset value of all shares held at
the end of the period for each share held from the beginning of the
period (assuming reinvestment of all dividends and distributions at
net asset value during the period and the deduction of any applicable
contingent deferred sales charge as if the shares were redeemed at the
end of the period), subtracting the maximum offering price (net asset
value per share) per share at the beginning of such period and then
dividing the result by the maximum offering price (net asset value per
share) per share at the beginning of the same period. Total return
for Class A shares of

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each of Emerging Growth Fund, Global Resources Fund, Government Income
Fund, High Yield Bond Fund and High Yield Tax-Free Fund is calculated
in the same manner except the maximum offering price reflects the
deduction of the maximum initial sales charge and the redemption value
is at net asset value.

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

From time to time, in reports and promotional literature, a
Fund's yield and total return will be compared to indices of mutual
funds and bank deposit vehicles such as Lipper Analytical Services,
Inc.'s "Lipper--Fixed Income Fund Performance Analysis," a monthly
publication which tracks net assets, total return, and yield on
approximately 1,700 fixed income mutual funds in the United States.
Ibottson and Associates, CDA Weisenberger and F.C. Towers are also
used for comparison purposes, as well as the Russell and Wilshire
Indices.

Performance rankings and ratings reported periodically in
national financial publications such as MONEY Magazine, FORBES,
BUSINESS WEEK, THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR,
STANGER'S and BARRON'S, etc. will also be utilized. A Fund's
promotional and sales literature may make reference to the Fund's
"beta." Beta reflects the market-related risk of the Fund by showing
how responsive the Fund is to the market.

The performance of a Fund is not fixed or guaranteed.
Performance quotations should not be considered to be representations
of performance of a Fund for any period in the future. The
performance of a 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 a Fund's performance.

Additional Performance Information. The Funds may use
comparative performance information from certain industry research
materials and/or published in various periodicals. The
characteristics of the investments in such comparisons may be
different from those investments of a Fund's portfolio. In addition,
the formula used to calculate the performance statistics of such
investments may not be identical to the formula used by a Fund to
calculate its performance figures. From time to time, advertisements
or information for the Funds may include a discussion of certain
attributes or benefits to be derived by an investment in a Fund. Such
advertisements or information may include symbols, headlines or other
material which highlight or summarize the information discussed in
more detail in the communication.

The following publications, indexes, averages and investments
which may be used in advertisements or information concerning the
Funds for dissemination to investors or shareholders, include, but are
not limited, to:

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<PAGE> 255
a) Dow Jones Composite Average or its component averages - an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company
stocks (Dow Jones Utilities Average), and 20 transportation
company stocks. Comparisons of performance assume reinvestment
of dividends.

b) Standard & Poor's 500 Stock Index or its component indices -
an unmanaged index composed of 400 industrial stocks, 40
financial stocks, 40 utilities stocks, and 20 transportation
stocks. Comparisons of performance assume reinvestment of
dividends.

c) The New York Stock Exchange composite or component indices -
unmanaged indices of all industrial, utilities, transportation,
and finance stocks listed on the New York Stock Exchange.

d) Wilshire 5000 Equity Index - represents the return on the
market value of all common equity securities of which daily
pricing is available. Comparisons of performance assume
reinvestment of dividends.

e) Lipper - Mutual Fund Performance Analysis, Lipper - Fixed
Income Analysis, and Lipper Mutual Fund indices - measure total
return and average current yield for the mutual fund industry.
Ranks individual mutual fund performance over specified time
periods assuming reinvestment of all distributions, exclusive of
any applicable sales charges.

f) CDA Mutual Fund Report, published by CDA Investment
Technologies, Inc. - analyzes price, current yield, risk, total
return, and average rate of return (average annual compounded
growth rate) over specified time periods for the mutual fund
industry.

g) Mutual Fund Source Book and other similar rating
publications by Morningstar, Inc. - independent performance
monitor of equity and fixed income mutual funds. Morningstar
ratings (ranging from one star for lowest and five stars for
highest) are based on analysis of a fund's ratio, i.e., price
yield, risk (volatility) and total return, including all loads
and fees, compared with similar funds for three-, five- and
ten-year periods.

h) Financial publications: Barrons, Business Week, Personal
Finance, Financial World, Forbes, Fortune, "The Wall Street
Journal", "New York Times", Weisenberger Investment Companies
Service, Institutional Investor, and Money - rate fund
performance over specified time periods and provide other
relative performance or industry information.

i) Consumer Price Index (or Cost of Living Index), published by
the U. S. Bureau of Labor Statistics - a statistical measure of
change, over time, in the price of goods and services in major
expenditure groups.

j) Stocks, Bonds, Bills, and Inflation, published by Ibbotson
Associates - historical measure of yield, price, and total return
for common and small company stock, long-term government bonds,
Treasure bills, and inflation.

k) Savings and Loan Historical Interest Rates - as published in
the U. S. Savings & Loan League Fact Book.

l) Salomon Brothers Broad Bond Index or its component indices -
The Broad Index measures yield, price and total return for
Treasury, Agency, Corporate, and Mortgage bonds.

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m) Salomon Brothers Composite High Yield Index or its component
indices - The High Yield Index measures yield, price and total
return for Long-Term High-Yield Index, Intermediate-Term
High-Yield index and Long-Term Utility High-Yield Index.

n) Shearson Lehman Brothers Aggregate Bond index or its
component indices (including Municipal Bond Index) - The
Aggregate Bond Index measures yield, price and total return for
Treasury, Agency, Corporate, Mortgage, and Yankee bonds.

o) Standard & Poor's Bond Indices - measure yield and price of
Corporate, Municipal, and government bonds.

p) Other taxable investments, including certificates of deposit
(CDs), money market deposit accounts (MMDAs), checking accounts,
savings accounts, money market mutual funds, and repurchase
agreements.

q) Historical data supplied by the research departments of
Shearson Lehman Hutton, First Boston Corporation, Morgan Stanley,
Salomon Brothers, Merrill Lynch, and Donaldson Lufkin and
Jenrette.

r) Donoghues's Money Fund Report - industry averages for 7-day
annualized and compounded yields of taxable, tax-free and
government money funds.

s) Russell 2000 (small capitalization stock index), Bond Buyer
25 Revenue Bond Index and other indices as may from time to time
become available.

t) The Value Line Mutual Fund Survey, published by Value Line,
assigns rankings of 1 (best) to 5 (worst) in terms of risk
adjusted performance covering more than 2,000 equity and fixed
income mutual funds.

From time to time, in reports and promotional literature, a
Fund's performance will be compared to other mutual funds and
investment vehicles such as F.C. Towers.

In addition, advertisements and sales materials may from time to
time, contain hypothetical performance examples for purposes of
illustrating reinvestment (or "compounding") of dividends at fixed
rates of return or tax advantages to be derived from deferring payment
of federal (and state) income taxes (at maximum rates) as compared to
taxable investments assuming fixed rates of return. Illustrations may
also include (1) hypothetical investments in various retirement plans,
such as IRAs, made by investors of various ages or (2) comparisons to
retirement plans funded by annuity or bank products.

In assessing such comparisons, an investor should consider the
following factors:

a) It is generally either not possible or not practicable to
invest in an average or index of certain investments.

b) Certificates of deposit issued by banks and other depository
institutions represent an alternative income producing product.
Certificates of deposit may offer fixed or variable interest
rates and principal is guaranteed and may be insured. Withdrawal
of deposits prior to maturity will normally be subject to a
penalty. Rates offered by banks and other depository
institutions are subject to change at any time specified by the
issuing institution.

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<PAGE> 257
Each Fund may from time to time advertise its comparative
performance as measured or refer to results published by various
periodicals including, but not limited to, Lipper Analytical Services,
Inc. Barron's, "The Wall Street Journal", "New York Times",
Weisenberger Investment Companies Service, Donoghue's Money Fund
Report, Stanger's Investment Advisor, Financial Planning, Money,
Fortune, Personal Finance, Muni Week, Institutional Investor, Business
Week, Financial World and Forbes. In addition, the Funds may from
time to time advertise their performance relative to certain indexes
and benchmark investments, including: (a) the Shearson Lehman
Municipal Bond Index, (b) Bond Buyer 25 Review Bond Index, (c) the
Consumer Price Index, and (d) taxable investments such as certificates
of deposit, money market deposit accounts, checking accounts, savings
accounts, and money market mutual funds.

The composition of the investments in such indexes and the
characteristics of such benchmark investments are not identical to,
and in some cases are very different from, those of a Fund's
portfolio. These indexes and averages are generally unmanaged and the
items included in the calculations of such indexes and averages may
not be identical to the formulas used by a Fund to calculate its
performance figures.

BROKERAGE ALLOCATION

Decisions concerning the purchase and sale of portfolio
securities and the allocation of brokerage commissions are made by the
Adviser and officers of the Corporation pursuant to recommendations
made by its investment committee, which consists of officers and
directors of the Adviser and affiliates and officers and Directors who
are interested persons of the Funds. 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." Investments in debt securities are generally traded on a
net basis through dealers acting for their own account as principals
and not as brokers; no brokerage commissions are payable on such
transactions.

Each Fund's primary policy is to execute all purchases and sales
of portfolio instruments at the most favorable prices consistent with
best execution, considering all of the costs of the transaction
including brokerage commissions. This policy governs the selection of
brokers and dealers and the market in which a transaction is executed.
Consistent with the foregoing primary policy, the Rules of Fair
Practice of the NASD and other policies that the Directors may
determine, the Adviser may consider sales of shares of the Funds as a
factor in the selection of broker-dealers to execute a Fund's
portfolio transactions.

Purchase of securities for Government Income Fund, High Yield
Bond Fund and High Yield Tax-Free Fund are normally principal
transactions made directly from the issuer or from an underwriter or
market maker for which no brokerage commissions are usually paid.
Purchases from underwriters will include a commission or concession
paid by the issuer to the underwriter, and purchases and sales from
dealers serving as market makers will usually include a mark up or
mark down. Purchases and sales of options and futures will be
effected through brokers who charge a commission for their services
and are reflected in amounts for Government Income Fund and High Yield
Bond Fund below.

To the extent consistent with the foregoing, each 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

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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 Funds. The
Funds will make no commitments to allocate portfolio transactions upon
any prescribed basis. While the Corporation's officers will be
primarily responsible for the allocation of each 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 Directors.

Brokerage commissions of those Funds which pay such commissions
for their respective reporting periods, as follows, amounted to:

Emerging Growth Fund - (a) $318,023 for the fiscal year ended
October 31, 1994; (b) $330,454 for the fiscal year ended October
31, 1993; and (c) $182,533 for the fiscal year ended October 31,
1992.

Global Resources Fund - (a) $148,469 for the fiscal year ended
October 31, 1994; (b) $54,463 for the fiscal year ended October
31, 1993; and (c) $29,204 for the fiscal year ended October 31,
1992.

Government Income Fund - (a) $96,931 for the fiscal year ended
October 31, 1994; (b) $254,859 for the fiscal year ended October
31, 1993; and (c) $140,463 for the fiscal year ended October 31,
1992.

High Yield Bond Fund - (a) $2,320 for the fiscal year ended
October 31, 1994; (b) $13,050 for the fiscal year ended October
31, 1993; and (c) $0 for the fiscal year ended October 31, 1992.

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 Directors that the price is reasonable in light
of the services provided and to policies that the Directors may adopt
from time to time. During the fiscal year ended October 31, 1994, the
Funds did not pay commissions as compensation to any brokers for
research services such as industry, economic and company reviews and
evaluations of securities.

The Adviser's indirect parent, the Life Company, is the indirect
sole shareholder of John Hancock Freedom Securities Corporation and
its subsidiaries, three of which, Tucker Anthony Incorporated ("Tucker
Anthony") John Hancock Distributors, Inc. ("John Hancock
Distributors") and Sutro & Company, Inc. ("Sutro"), are broker-dealers
("Affiliated Brokers"). Pursuant to procedures determined by the
Trustees and consistent with the above policy of obtaining best net
results, the Fund may execute portfolio transactions with or through
Tucker Anthony, Sutro or John Hancock Distributors. During the year
ended October 31, 1994, the Fund did not execute any portfolio
transactions with then affiliated brokers.

Any of the Affiliated Brokers may act as broker for a Fund on
exchange transactions, subject, however, to the general policy of the
Fund set forth above and the procedures adopted by the Directors
pursuant to the 1940 Act. Commissions paid to an Affiliated Broker
must be at least as favorable as those which the Directors believe to
be contemporaneously charged by other

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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 a clearing broker for another brokerage firm, and any
customers of the Affiliated Broker not comparable to a Fund as
determined by a majority of the Directors who are not "interested
persons" (as defined in the 1940 Act) of the Funds, the Investment
Adviser or the Affiliated Brokers. Because the Adviser, which is
affiliated with the Affiliated Brokers, has, as an investment adviser
to the Fund, the obligation to provide investment management services,
which includes elements of research and related investment skills,
such research and related skills will not be used by the Affiliated
Brokers as a basis for negotiating commissions at a rate higher than
that determined in accordance with the above criteria. The Funds will
not effect principal transactions with Affiliated Brokers. The Funds
may, however, purchase securities from other members of underwriting
syndicates of which Tucker Anthony and Sutro are members, but only in
accordance with the policy set forth above and procedures adopted and
reviewed periodically by the Directors.

Brokerage or other transactions costs of a Fund are generally
commensurate with the rate of portfolio activity. The portfolio
turnover rates for each of the following Funds for (a) the fiscal year
ended October 31, 1994 and (b) the fiscal year ending October 31, 1993
were:

Emerging Growth Fund - (a) 25% and (b) 29%.

Global Resources Fund - (a) 96% and (b) 83%.

Government Income Fund - (a) 92% and (b) 138%.

High Yield Bond Fund - (a) 153%* and (b) 204%*.

High Yield Tax-Free Fund - (a) 62% and (b) 100%.

* Higher turnover rates were due to volatile market conditions.

TRANSFER AGENT SERVICES

John Hancock Investor Services Corporation, P.O. Box 9116,
Boston, MA 02205-9116, a wholly owned indirect subsidiary of the Life
Company, is the transfer and dividend paying agent for the Funds.
Emerging Growth Fund and Global Resources Fund pay Investor Services
monthly a transfer agent fee equal to $16 per account for the Class A
Shares and $18.50 per account for the Class B shares on an annual
basis, plus out-of-pocket expenses. Government Income Fund and High
Yield Bond Fund pay Investor Services monthly a transfer agent fee
equal to $20 per account for the Class A shares and $22.50 per account
for the Class B shares on an annual basis, plus out-of-pocket
expenses. High Yield Tax-Free Fund pays Investor Services monthly a
transfer agent fee of $19 per account for the Class A shares and
$21.50 per account for the Class B shares on an annual basis, plus
out-of-pocket expenses. Money Market Fund pays Investor Services
monthly a tranfser agent fee of $25 per account on an annual basis,
plus out-of-pocket expenses.

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CUSTODY OF PORTFOLIO

Portfolio securities of the Funds are held pursuant to a
custodian agreemetn between the Corporation and Investors Bank & Trust
Company ("IBT") 24 Federal Street, Boston, Massachusetts. Under the
custodian agreement, IBT performs custody, portfolio and fund
accounting services.

INDEPENDENT AUDITORS

The independent auditors of the Funds are Ernst & Young LLP, 200
Clarendon Street, Boston, Massachusetts 02116. The independent
auditors audit and render an opinion on the Funds' annual financial
statements and prepare the Funds' annual income tax returns. The
financial statements of the Funds included in the Prospectuses and
this Statement of Additional Information have been audited by Ernst &
Young LLP for the periods indicated in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

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APPENDIX A

CORPORATE AND TAX-EXEMPT BOND RATINGS

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S)

Aaa, Aa, A and Baa - Tax-exempt bonds rated Aaa are judged to be
of the "best quality." The rating of Aa is assigned to bonds that are
of "high quality by all standards," but long-term risks appear
somewhat larger than Aaa rated bonds. The Aaa and Aa rated bonds are
generally known as "high grade bonds." The foregoing ratings for
tax-exempt bonds are rated conditionally. Bonds for which the
security depends upon the completion of some act or upon the
fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b)
earnings of projects unseasoned in operation experience, (c) rentals
that begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Such conditional ratings
denote the probable credit stature upon completion of construction or
elimination of the basis of the condition. Bonds rated A are
considered as upper medium grade obligations. Principal and interest
are considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future. Bonds rated Baa
are considered a medium grade obligations; i.e., they are neither
highly protected or poorly secured. Interest payments and principal
security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over
any great length of time. Such bonds lack outstanding investment
characteristics and in fact, have speculative characteristics as well.

STANDARD & POOR'S RATINGS GROUP ("S&P")

AAA, AA, A and BBB - Bonds rated AAA bear the highest rating
assigned to debt obligations, which indicates an extremely strong
capacity to pay principal and interest. Bonds rated AA are considered
"high grade," are only slightly less marked than those of AAA ratings
and have the second strongest capacity for payment of debt service.
Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat susceptible to the adverse effects of
changes in circumstances and economic conditions. The foregoing
ratings are sometimes followed by a "p" indicating that the rating is
provisional. A provisional rating assumes the successful completion
of the project financed by the bonds being rated and indicates that
payment of debt service requirements is largely or entirely dependent
upon the successful and timely completion of the project. Although a
provisional rating addresses credit quality subsequent to completion
of the project, it makes no comment on the likelihood of, or the risk
of default upon failure of, such completion. Bonds rated BBB are
regarded as having an adequate capacity to repay principal and pay
interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity to repay principal and pay interest for
bonds in this category than for bonds in the A category.

FITCH INVESTORS SERVICE ("FITCH")

AAA, AA, A, BBB - Bonds rated AAA are considered to be investment
grade and of the highest quality. The obligor has an extraordinary
ability to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events. Bonds rated AA are
considered to be investment grade and of high quality. The obligor's
ability to pay interest and repay principal, while very strong, is
somewhat less than for AAA rated securities or more subject to
possible

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change over the term of the issue. Bonds rated A are considered to be
investment grade and of good quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may be
more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings. Bonds rated BBB are
considered to be investment grade and of satisfactory quality. The
obligor's ability to pay interest and repay principal is considered to
be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to weaken this ability than
bonds with higher ratings.

TAX-EXEMPT NOTE RATINGS

Moody's - MIG-1 and MIG-2. Notes rated MIG-1 are judged to be of
the best quality, enjoying strong protection from established cash
flow or funds for their services or from established and broad-based
access to the market for refinancing or both. Notes rated MIG-2 are
judged to be of high quality with ample margins of protection, though
not as large as MIG-1.

S&P - SP-1 and SP-2. SP-1 denotes a very strong or strong
capacity to pay principal and interest. Issues determined to possess
overwhelming safety characteristics are given a plus (+) designation
(SP-1+). SP-2 denotes a satisfactory capacity to pay principal and
interest.

Fitch - FIN-1 and FIN-2. Notes assigned FIN-1 are regarded as
having the strongest degree of assurance for timely payment. A plus
symbol may be used to indicate relative standing. Notes assigned
FIN-2 reflect a degree of assurance for timely payment only slightly
less in degree than the highest category.

CORPORATE AND TAX-EXEMPT COMMERCIAL PAPER RATINGS

Moody's - Commercial Paper ratings are opinions of the ability of
issuers to repay punctually promissory obligations not having an
original maturity in excess of nine months. Prime-1, indicates
highest quality repayment capacity of rated issue and Prime-2
indicates higher quality.

S&P - Commercial Paper ratings are a current assessment of the
likelihood of timely payment of debts having an original maturity of
no more than 365 days. Issues rated A have the greatest capacity for
a timely payment and the designation 1, 2 and 3 indicates the relative
degree of safety. Issues rated "A-1+" are those with an "overwhelming
degree of credit protection."

Fitch - Commercial Paper ratings reflect current appraisal of the
degree of assurance of timely payment. F-1 issues are regarded as
having the strongest degree of assurance for timely payment. (+) is
used to designate the relative position of an issuer within the rating
category. F-2 issues reflect an assurance of timely payment only
slightly less in degree than the strongest issues. The symbol (LOC)
may follow either category and indicates that a letter of credit
issued by a commercial bank is attached to the commercial paper note.

Other Considerations - The ratings of S&P, Moody's, and Fitch
represent their respective opinions of the quality of the municipal
securities they undertake to rate. It should be emphasized, however,
that ratings are general and are not absolute standards of quality.
Consequently, municipal securities with the same maturity, coupon and
ratings may have different yields and municipal securities of the same
maturity and coupon with different ratings may have the same yield.

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MONEY MARKET FUND B
<TABLE>
STATEMENT OF NET ASSETS
<CAPTION>
October 31, 1994
FACE
ISSUER AMOUNT VALUE
- -------------------------------------------------------------------
<S> <C> <C>
COMMERCIAL PAPER - 69.04%
- ---------------------------
BUSINESS CREDIT
INSTITUTIONS - 8.56%
Chevron Oil Finance Co.
5.050% due 11/08/94 .............. $3,000,000 $ 2,997,054
Coca-Cola Financial Corp.
4.850% due 11/14/94 .............. 2,000,000 1,996,497
-----------
4,993,551
CONSUMER CYCLICALS - 8.55%
Toys "R" Us, Inc.
4.880% due 11/29/94 .............. 2,500,000 2,490,511
Wal-Mart Stores, Inc.
4.750% due 11/02/94 .............. 2,500,000 2,499,670
-----------
4,990,181
CONSUMER GOODS &
SERVICES - 11.72%
Cargill Inc.
4.950% to 4.960% due
11/07/94 ........................ 3,000,000 2,997,523
Coca Cola Co.
4.770% to 5.050% due
11/04/94 to 11/18/94 ............ 993,000 991,703
Hershey Foods Corp.
4.800% due 11/01/94 .............. 2,000,000 2,000,000
Procter & Gamble Co.
5.000% due 11/01/94 .............. 850,000 850,000
-----------
6,839,226

FINANCIAL SERVICES - 5.13%
General Electric Capital Corp.
4.880% to 4.970% due
11/04/94 to 12/05/94 ............ 3,000,000 2,994,563

HEALTH CARE - 10.08%
Abbott Laboratories
4.800% to 4.950% due
11/22/94 to 12/06/94 ............ 2,500,000 2,489,981
Schering Corp.
4.750% to 4.800% due
11/02/94 to 12/15/94............. 2,400,000 2,397,389
Warner-Lambert Co.
4.870% due 11/28/94............... 1,000,000 996,348
-----------
5,883,718
INDUSTRIAL - 3.43%
Donnelley (R.R.) & Sons Co.
4.980% due 11/03/94 .............. 1,000,000 999,723
E.I. duPont deNemours & Co.
4.920% due 11/03/94 .............. 1,000,000 999,727
-----------
1,999,450
TECHNOLOGY-RELATED - 15.18%
American Telephone &
Telegraph Co.
4.800% to 5.280% due
11/18/94 to 01/03/95.............. 1,995,000 1,982,734
Bellsouth
Telecommunications Inc.
4.850% to 4.950% due
11/16/94 to 11/23/94 ............. 2,395,000 2,388,258
Motorola, Inc.
4.880% due 11/14/94 ............... 2,500,000 2,495,594
Raytheon Co.
4.850% due 11/21/94 ............... 2,000,000 1,994,611
-----------
8,861,197
UTILITIES - 6.39%
Laclede Gas Co.
4.920% due 11/09/94 ............... 2,000,000 1,997,813
Madison Gas & Electric Co.
4.850% to 4.950% due
11/15/94 to 11/21/94 ............. 1,739,000 1,734,793
-----------
3,732,606
-----------
TOTAL COMMERCIAL PAPER
(Cost $40,294,492) .................. 40,294,492

</TABLE>

3
<PAGE> 264
<TABLE>
STATEMENT OF NET ASSETS

<CAPTION>
Continued

FACE
ISSUER AMOUNT VALUE
- -------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS - 31.21%
- ----------------------
FEDERAL FARM CREDIT
BANK - 4.16%
3.500% to 5.410% due
11/15/94 to 04/13/95 ............. 2,445,000 2,428,712

FEDERAL HOME LOAN
BANK - 5.94%
4.900% to 5.630% due
11/04/94 to 03/30/95 ............. 3,495,000 3,463,629

FEDERAL HOME LOAN
MORTGAGE
CORPORATION - 6.15%
3.960% to 5.570% due
11/03/94 to 05/22/95 ............. 3,615,000 3,590,533

FEDERAL NATIONAL MORTGAGE
ASSOCIATION - 14.96%
4.650% to 5.220% due
11/10/94 to 03/20/95 ............. 8,780,000 8,733,278
-----------

TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $18,216,152) .................. 18,216,152
-----------

TOTAL INVESTMENTS - 100.25%
(Cost $58,510,644) .................. 58,510,644

CASH AND OTHER ASSETS,
LESS LIABILITIES - (0.25)% ........ (145,055)
-----------
NET ASSETS, at value,
equivalent to $1.00 per
share for 58,365,589
shares ($.01 par value)
of capital stock
outstanding - 100.00% ............ $58,365,589
===========
</TABLE>

See Notes to Financial Statements.

4
<PAGE> 265
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
STATEMENT OF OPERATIONS
Year Ended October 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest ......................... $1,725,382

EXPENSES
Distribution expenses ............ $428,177
Management fees .................. 214,088
Transfer agent fees .............. 93,330
Administrative service fees ...... 46,621
Registration fees ................ 35,616
Shareholder reports .............. 19,295
Directors' fees and expenses ..... 16,553
Custodian fees ................... 15,692
Audit and legal fees ............. 9,221
Miscellaneous .................... 4,582 883,175
-------- ----------
NET INVESTMENT INCOME ............ $ 842,207
==========
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------
1994 1993
----------- -----------
<S> <C> <C>
OPERATIONS
Net investment income ...... $ 842,207 $ 242,168

DISTRIBUTIONS TO
SHAREHOLDERS FROM
Net investment income ...... (842,207) (242,168)

CAPITAL SHARE
TRANSACTIONS
Increase in capital shares
outstanding .............. 26,819,423 65,794
----------- -----------
Increase in net assets ..... 26,819,423 65,794

NET ASSETS
Beginning of year .......... 31,546,166 31,480,372
----------- -----------
End of year ................ $58,365,589 $31,546,166
=========== ===========

</TABLE>
5

See Notes to Financial Statements.

<PAGE> 266
<TABLE>
FINANCIAL HIGHLIGHTS

<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------------------------------
1994 1993 1992 1991 1990
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per share income and capital changes for a share outstanding
during each year:
Net asset value, beginning of year .......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income ....................................... 0.018 0.009 0.017 0.045 0.061

LESS DISTRIBUTIONS
Dividends from net investment income ........................ (0.018) (0.009) (0.017) (0.045) (0.061)
------- ------- ------- ------- -------
Net asset value, end of year ................................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= =======
Total Return(1) ............................................. 1.87% 0.85% 1.73% 4.61% 6.30%
======= ======= ======= ======= =======

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets ..................... 2.06% 2.44% 2.47% 2.23% 2.31%
Ratio of expense reimbursement to average net assets ........ - - - (0.12)% (0.15)%
------- ------- ------- ------- -------
Ratio of net expenses to average net assets ................. 2.06% 2.44% 2.47% 2.11% 2.16%
======= ======= ======= ======= =======
Ratio of net investment income to average net assets ........ 1.97% 0.85% 1.69% 4.45% 6.11%
Net Assets, end of year (in thousands) ...................... $58,366 $31,546 $31,480 $20,763 $21,099
<FN>
(1) Total return does not include the effect of the contingent deferred sales charge.

</TABLE>

See Notes to Financial Statements.

<PAGE> 267
NOTES TO FINANCIAL STATEMENTS

October 31, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

<TABLE>
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated based on the following
schedule:

<CAPTION>
AVERAGE DAILY
NET ASSETS
(in millions) ANNUAL RATE
------------- -----------
<S> <C>
First $500 0.500%
Next $250 0.425%
Next $250 0.375%
Next $500 0.350%
Next $500 0.325%
Next $500 0.300%
Over $2,500 0.275%
</TABLE>
At October 31, 1994, the management fee payable to the Investment
Adviser was $25,029.
The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended October
31, 1994, the Fund paid or accrued $36,221 to the Investment Adviser for these
services, of which $3,326 was payable at October 31, 1994.
The Fund paid no compensation directly to any officer. Certain officers
and a director of the Issuer are affiliated with the Investment Adviser.
During the year ended October 31, 1994, the Fund paid legal fees of $799
to Baker & Botts. A partner with Baker & Botts is an officer of the Issuer.

NOTE C - PLAN OF DISTRIBUTION

Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the contingent deferred sales charge, complies
with the regulations covering maximum sales charges assessed by mutual funds
distributed through securities dealers that are NASD members.
The plan permits payments to Transamerica Fund Distributors, Inc. (the
"Distributor"), an affiliate of the Investment Adviser and principal underwriter
of the Fund, of up to 0.25% annually of average daily net assets for certain
distribution costs such as service fees paid to dealers, production and
distribution of prospectuses to prospective investors, services provided to new
and existing shareholders and other distribution related activities. During the
year ended

7
<PAGE> 268
NOTES TO FINANCIAL STATEMENTS

Continued

NOTE C (Continued)

October 31, 1994, payments made to the Distributor of $107,432 or 0.25% were
related to the above activities.

The plan also permits reimbursement to the Distributor up to 0.75%
annually of average daily net assets for costs related to compensation paid to
securities dealers, in place of an initial sales charge to investors. These
costs are based upon a commission payment charge of 5% of the value of shares
sold (excluding shares acquired through reinvestment), reduced by the amount of
contingent deferred sales charges (CDSC) that have been received by the
Distributor on redemptions of shares. These costs also include a charge of
interest (carrying charge) at an annual rate of 1% over the prevailing prime
rate to the extent cumulative commission payment charges, plus any previous
carrying charges, less CDSC received by the Distributor, have not been paid in
full by the Fund. For the year ended October 31, 1994, the Fund reimbursed the
Distributor $320,745 or 0.75% for such costs. For the year ended October 31,
1994, the Distributor received $343,829 in CDSC. At October 31, 1994, the
balance of unrecovered costs was $1,233,281.

At October 31, 1994, the Fund had $53,504 payable to the Distributor
pursuant to the above distribution plan.

-----------------------------------
<TABLE>
NOTE D - CAPITAL AND RELATED TRANSACTIONS

A summary of the capital stock transactions follows:
<CAPTION>
YEAR ENDED OCTOBER 31,
------------------------------------------------------------
1994 1993
---------------------------- ----------------------------
SHARES DOLLARS SHARES DOLLARS
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Shares sold ......................................... 237,416,247 $ 237,416,247 162,110,025 $ 162,110,025
Shares issued in reinvestment of distributions ...... 683,416 683,416 208,860 208,860
Shares redeemed ..................................... (211,280,240) (211,280,240) (162,253,091) (162,253,091)
------------ ------------- ------------ -------------
Net increase in capital shares outstanding .......... 26,819,423 $ 26,819,423 65,794 $ 65,794
============ ============= ============ =============
</TABLE>

At October 31, 1994, net assets were comprised of $58,365,589 in capital
paid-in, representing 58,365,589 shares of Common Stock outstanding (150,000,000
shares authorized).

8
<PAGE> 269

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
John Hancock Money Market Fund B,
a series of John Hancock Series, Inc.

We have audited the accompanying statement of net assets of John Hancock Money
Market Fund B, formerly Transamerica Money Market Fund B, a series of John
Hancock Series, Inc., formerly Transamerica Series, Inc., as of October 31,
1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the periods indicated therein.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of John Hancock Money Market Fund B, a series of John Hancock Series,
Inc., at October 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the indicated periods, in
conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Houston, Texas
December 2, 1994

<PAGE> 270
GLOBAL RESOURCES FUND

<TABLE>
STATEMENT OF NET ASSETS

<CAPTION>
October 31, 1994

COMPANY SHARES VALUE
- --------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 101.18%
- --------------------------
CONSUMER CYCLICALS - 1.55%
Tolmex S.A. de C.V. ............................. 4,500 $ 654,750

CONSUMER GOODS &
SERVICES - 3.14%
Grupo Industrial Durango S.A.
de C.V.* ...................................... 45,000 821,250
Reliance Industries Ltd.* ....................... 20,000 508,750
-----------
1,330,000

ENERGY - EXPLORATION
AND PRODUCTION - 24.51%
Abraxas Petroleum Corp.* ........................ 20,000 215,000
Barrett Resources Corp.* ........................ 65,000 1,291,875
Bellwether Exploration Co.* ..................... 158,300 890,438
Brown (Tom), Inc.* .............................. 80,000 1,025,000
Cairn Energy USA, Inc.* ......................... 127,500 988,125
Louisiana Land & Exploration Co. ................ 15,000 680,625
Newfield Exploration Co.*........................ 35,000 844,375
Noble Affiliates Inc. ........................... 25,000 750,000
Nuevo Energy Co.* ............................... 45,000 1,006,875
PTT Exploration & Production
Public Co., Ltd.*.............................. 70,000 792,400
PetroCorp, Inc.*................................. 110,000 1,210,000
YPF Sociedad Anonima............................. 28,000 675,500
-----------
10,370,213
ENERGY - PROCESSING AND
MARKETING - 5.87%
Methanex Corp.* ................................. 30,000 450,000
Repsol S.A. ..................................... 15,000 487,500
Shanghai Petrochemical Ltd. ..................... 16,500 556,875
Total S.A. ...................................... 30,000 990,000
-----------
2,484,375

ENERGY - SERVICES AND
EQUIPMENT - 16.47%
American Ecology Corp. .......................... 72,500 616,250
Camco International Inc. ........................ 25,000 515,625
Coflexip ADS .................................... 28,583 657,409
Energy Service Co., Inc.* ....................... 70,000 1,015,000
Global Industries Ltd.* ......................... 40,000 980,000
Hornbeck Offshore
Services, Inc.*................................ 55,000 825,000
Petroleum Geo-Services A/S*...................... 40,000 1,012,500
Pool Energy Services Co.*........................ 50,000 437,500
Weatherford International, Inc.* ................ 80,000 910,000
-----------
6,969,284

FINANCIAL SERVICES - 2.51%
Brassie Golf Corp.*.............................. 287,900 1,062,351

INDUSTRIAL - CAPITAL
GOODS - 5.24%
Apasco S.A. de C.V. ............................. 14,000 651,840
Ionics Inc.* .................................... 17,000 913,750
Osmonics, Inc.* ................................. 45,000 652,500
-----------
2,218,090

INDUSTRIAL - INTERMEDIATE
MATERIALS - 24.44%
American Barrick
Resources Corp. ............................... 28,000 668,500
Broken Hill Proprietary Co. Ltd. ................ 14,000 857,500
Elf Aquitaine ADS ............................... 20,000 732,500
First National Resources Trust................... 620,000 598,300
Grupo Simec S.A. de C.V.*........................ 20,000 495,000
Hindalco Industries Ltd.*........................ 20,000 670,000
Industrias Campos
Hermanos S.A.*................................. 155,000 370,450
Inland Steel Industries Inc.*.................... 21,000 750,750
Kymmene Oy....................................... 20,000 547,800
NKK Corp.*....................................... 225,000 695,250
Newmont Gold Co. ................................ 15,000 596,250
O'Okiep Copper Ltd.* ............................ 43,000 499,875
PT Indah Kiat Pulp & Paper Corp. ................ 490,000 553,700
Placer Dome Inc. ................................ 30,000 648,750
Pohang Iron and Steel Co., Ltd.*................. 25,000 821,875
USX-U.S. Steel Group............................. 12,000 450,000
Venezolana de Prerreducidos
Caroni* ....................................... 61,000 381,250
-----------
10,337,750

</TABLE>

8
<PAGE> 271
<TABLE>
STATEMENT OF NET ASSETS

<CAPTION>
Continued

COMPANY SHARES VALUE
- -------------------------------------------------------------------------
<S> <C> <C>
INDUSTRIAL -
MISCELLANEOUS - 15.27%
Empresas ICA Sociedad
Controladora S.A. de C.V. ..................... 23,000 681,375
Freeport-McMoRan Copper &
Gold Inc. ..................................... 15,000 341,250
Giant Cement Holding, Inc.*...................... 37,500 525,000
Holderbank Financiere
Glarus AG*..................................... 712 549,087
MacMillan Bloedel Ltd. .......................... 50,000 693,750
RTZ Corp. PLC.................................... 12,000 684,000
U.S. Filter Corp.*............................... 40,000 810,000
United Waste System Inc.* ....................... 35,000 848,750
Waste Management
International PLC* ............................ 50,000 806,250
York Research Corp.* ............................ 160,000 520,000
-----------
6,459,462

UTILITIES - 2.18%
OEMV AG*......................................... 5,625 513,225
Transportadora de Gas
del Sur S.A. .................................. 35,000 409,062
-----------
922,287
-----------

TOTAL COMMON STOCKS
(Cost $38,657,870)............................... 42,808,562
-----------
TOTAL INVESTMENTS - 101.18%
(Cost $38,657,870)............................... 42,808,562
-----------
CASH AND OTHER ASSETS,
LESS LIABILITIES - (1.18)% .................... (499,688)
-----------
NET ASSETS, at value, equivalent to
$15.62 per share for 343,877
Class A Shares ($.01 par value)
of capital stock outstanding
and $15.58 per share for
2,371,466 Class B Shares
($.01 par value) of capital stock
outstanding - 100.00% ...................... $42,308,874
===========
<FN>
* Non-income producing.

</TABLE>

See Notes to Financial Statements.

9
<PAGE> 272
<TABLE>
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

STATEMENT OF OPERATIONS
Year Ended October 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Dividends (net of foreign
withholding taxes of $13,399).................. $ 265,590
Interest ........................................ 32,224
---------
297,814

EXPENSES
Distribution expenses
(see Note D)................................... $284,735
Management fees.................................. 220,869
Transfer agent fees.............................. 79,536
Administrative service fees...................... 54,259
Registration fees................................ 35,562
Shareholder reports.............................. 25,669
Custodian fees................................... 13,665
Audit and legal fees............................. 12,466
Directors' fees and expenses..................... 9,178
Miscellaneous.................................... 3,259 739,198
-------- ---------
NET INVESTMENT LOSS............................ (441,384)

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments
with currency fluctuations..................... (90,344)
Net change in unrealized
appreciation of investments with
currency fluctuations.......................... 553,900
---------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS............................ 463,556
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................................ 22,172
=========
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED OCTOBER 31,
-----------------------------
1994 1993
----------- ------------
<S> <C> <C>
OPERATIONS
Net investment loss.................. $ (441,384) $ (210,089)
Net realized gain (loss)
on investments with
currency fluctuations.............. (90,344) 276,194
Net change in unrealized
appreciation of
investments with
currency fluctuations.............. 553,900 2,814,349
----------- -----------
Increase in net assets
resulting from operations.......... 22,172 2,880,454

CAPITAL SHARE
TRANSACTIONS
Increase in capital shares
outstanding........................ 22,788,288 9,190,126
----------- -----------
Increase in net assets............... 22,810,460 12,070,580

NET ASSETS
Beginning of year.................... 19,498,414 7,427,834
----------- -----------
End of year.......................... $42,308,874 $19,498,414
=========== ===========
</TABLE>
See Notes to Financial Statements.
10

<PAGE> 273
<TABLE>
FINANCIAL HIGHLIGHTS

CLASS A SHARES CLASS B SHARES
--------------- -----------------------------------------------------
PERIOD FROM
JUNE 15, 1994 TO YEAR ENDED OCTOBER 31,
OCTOBER 31, -----------------------------------------------------
1994(2) 1994 1993 1992 1991 1990
--------------- ------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a share
outstanding during each period(1):
Net asset value, beginning of period ................... $14.89 $ 15.69 $ 12.41 $12.20 $ 11.57 $11.99

INCOME FROM INVESTMENT OPERATIONS
Net investment loss .................................... (0.08) (0.23) (0.24) (0.24) (0.17) (0.10)
Net realized and unrealized gain on investments ........ 0.81 0.12 3.52 0.58 1.24 0.16
------ ------- ------- ------ ------- -------
Total from Investment Operations ..................... 0.73 (0.11) 3.28 0.34 1.07 0.06

LESS DISTRIBUTIONS
Dividends from net investment income ................... - - - - - (0.01)
Distributions from realized gains....................... - - - (0.13) (0.44) (0.47)
------ ------- ------- ------ ------- -------

Total Distributions .................................... - - - (0.13) (0.44) (0.48)
------ ------- ------- ------ ------- -------
Net asset value, end of period ......................... $15.62 $ 15.58 $ 15.69 $12.41 $ 12.20 $11.57
====== ======= ======= ====== ======= ======

TOTAL RETURN(3)......................................... 4.90% (0.70)% 26.43% 2.93% 9.81% 0.09%
====== ======= ======= ====== ======= ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets ................ 0.73% 2.54% 2.92% 3.75% 3.64% 3.55%

Ratio of expense reimbursement to average net assets.... - - - - - (0.05)%
------ ------- ------- ------ ------- -------
Ratio of net expenses to average net assets ............ 0.73% 2.54% 2.92% 3.75% 3.64% 3.50%
====== ======= ======= ====== ======= ======
Ratio of net investment loss to average net assets ..... (0.42)% (1.52)% (1.65)% (2.01)% (1.47)% (0.82)%
Portfolio turnover ..................................... 96% 96% 83% 59% 93% 59%
Net Assets, end of period (in thousands) ............... $5,372 $36,937 $19,498 $7,428 $10,766 $7,746
<FN>
(1) Per share information has been calculated using the average number of shares outstanding.
(2) Financial highlights, including total return, have not been annualized. Portfolio turnover is for
the year ended October 31, 1994.
(3) Total return does not include the effect of the initial sales charge for Class A Shares nor the
contingent deferred sales charge for Class B Shares.
</TABLE>

See Notes to Financial Statements.

11
<PAGE> 274
NOTES TO FINANCIAL STATEMENTS

October 31, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Transamerica Series, Inc. (the "Issuer"), formerly Transamerica Special Series,
Inc., is a diversified, open-end management investment company registered under
the Investment Company Act of 1940, as amended. The Issuer operates as a series
fund, currently issuing six series of shares. On May 20, 1994, the shareholders
of the Issuer approved changes to the name of the Issuer and to the names of
each of the series of the Issuer. These changes became effective on June 15,
1994.
Transamerica Global Resources Fund (the "Fund"), formerly Transamerica
Natural Resources Fund, is one of the series of the Issuer. The Fund made its
initial offering of shares to the public on October 26, 1987. On June 15, 1994,
the Fund commenced issuing a second class of shares. The new Class A Shares are
subject to an initial sales charge of up to 5.75% and a 12b-1 distribution plan
and the Class B Shares are subject to a contingent deferred sales charge and a
separate 12b-1 distribution plan. The following is a summary of significant
accounting policies consistently followed by the Fund.
(1) Securities traded on stock exchanges or in the over-the-counter
market are valued at the last sale price on the primary exchange or market on
which such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any sales, at the mean between the most
recent closing bid and asked prices. All securities initially expressed in terms
of foreign currencies are translated into U.S. dollar equivalents based on
quoted exchange rates as of the close of the NYSE. Securities for which market
quotations are not readily available are valued at a fair value as determined in
good faith by the Issuer's Board of Directors. Short-term investments are valued
at amortized cost (original cost plus amortized discount or accrued interest).
(2) Security transactions are accounted for on the trade date. Dividend
income is recorded on the ex-dividend date for both financial reporting and
federal income tax purposes. Interest income is accrued daily. Realized gains
and losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes. The Fund
does not report separately the gain or loss resulting from changes in foreign
exchange rates on investments from changes in market prices of securities held.
Such fluctuations are included with net realized and unrealized gains or losses
from investments.
(3) Dividends and other distributions are recorded by the Fund on the
ex-dividend date and may be reinvested at net asset value. Income and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles.
(4) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code. At October 31, 1994, the Fund had a realized capital loss
carryforward of approximately $107,000, which will expire as follows: $17,000 -
2000 and $90,000 - 2002.
(5) The Fund reports custodian fees net of credits and charges resulting
from cash positions in the custodial accounts greater than or less than the
amounts required to settle portfolio transactions. For the year ended October
31, 1994, these amounts were $2,693 and $4,695, respectively.
(6) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.

NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated monthly on the average
daily net assets of the Fund at an annual rate of 0.75%. At October 31, 1994,
the management fee payable to the Investment Adviser was $26,382.
The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended October
31, 1994, the Fund paid or accrued $43,512 to the Investment Adviser for these
services, of which $4,242 was payable at October 31, 1994.

12
<PAGE> 275
NOTES TO FINANCIAL STATEMENTS

Continued

NOTE B (Continued)

Transamerica Fund Distributors, Inc. (the "Distributor"), an affiliate
of the Investment Adviser, as principal underwriter, retained $8,618 as its
portion of the commissions charged on sales of Class A Shares of the Fund. At
October 31, 1994, receivables from the Distributor for Fund share transactions
were $131,155.

The Fund paid no compensation directly to any officer. Certain officers
and a director of the Issuer are affiliated with the Investment Adviser.

During the year ended October 31, 1994, the Fund paid legal fees of
$947 to Baker & Botts. A partner with Baker & Botts is an officer of the
Issuer.

NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

During the year ended October 31, 1994, purchases and sales of securities, other
than short-term obligations, aggregated $52,321,428 and $28,114,988,
respectively. At October 31, 1994, receivables from and payables to brokers for
securities sold and purchased were $656,768 and $1,017,601, respectively.
At October 31, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
October 31, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments for federal income tax purposes were $5,014,345 and
$863,653, respectively.

NOTE D - PLAN OF DISTRIBUTION

Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related to
the distribution of its Class A and Class B Shares (the "Class A Plan" and the
"Class B Plan," respectively). The distribution plans, together with the initial
sales charge on Class A Shares and the contingent deferred sales charge on
Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.
The Class A Plan and the Class B Plan permit each class to make payments
to the Distributor up to 0.25% annually of average daily net assets for certain
distribution costs such as service fees paid to dealers, production and
distribution of prospectuses to prospective investors, services provided to new
and existing shareholders and other distribution related activities. During the
period June 15, 1994 to October 31, 1994, Class A made payments to the
Distributor of $3,253 or 0.10% related to the above activities. During the year
ended October 31, 1994, Class B made payments of $70,523 or 0.25% related to
these activities.
The Class B Plan also permits Class B to reimburse to the Distributor up
to 0.75% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors, on
the sale of Class B Shares. These costs are based upon a commission payment
charge of 5% of the value of shares sold (excluding shares acquired through
reinvestment) reduced by the amount of contingent deferred sales charges (CDSC)
that have been received by the Distributor on redemptions of Class B Shares.
These costs also include a charge of interest (carrying charge) at an annual
rate of 1% over the prevailing prime rate to the extent cumulative commission
payment charges, plus any previous carrying charges, less CDSC received by the
Distributor, have not been paid in full by the Fund. For the year ended October
31, 1994, the Fund reimbursed the Distributor $210,959 or 0.75% for such costs.
For the year ended October 31, 1994, the Distributor received $68,696 in CDSC.
At October 31, 1994, the balance of unrecovered costs was $965,044.

At October 31, 1994, Class A had $895 and Class B had $42,487 payable to
the Distributor pursuant to the above distribution plans.

13
<PAGE> 276
NOTES TO FINANCIAL STATEMENTS

Continued

<TABLE>
NOTE E - CAPITAL AND RELATED TRANSACTIONS

A summary of the capital stock transactions follows:
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------
1994(1) 1993 (1)
------------------------ ------------------------
SHARES DOLLARS SHARES DOLLARS
--------- ------------ --------- -----------
<S> <C> <C> <C> <C>
Shares sold - Class A............................ 419,756 $ 6,352,382 - -
Shares sold - Class B............................ 1,781,599 27,695,930 1,157,900 $16,586,284
Shares redeemed - Class A........................ (75,879) (1,159,547) - -
Shares redeemed - Class B........................ (652,737) (10,100,477) (513,700) (7,396,158)
--------- ------------ --------- -----------
Net increase in capital shares outstanding......... 1,472,739 $ 22,788,288 644,200 $ 9,190,126
========= ============ ========= ===========
<FN>
(1) Class A share transactions are for the period June 15, 1994 to October 31, 1994.

The components of net assets at October 31, 1994, are as follows:
Capital paid-in (75,000,000 shares authorized).............................................. $38,265,043
Accumulated net realized loss on investments................................................ (106,861)
Net unrealized appreciation of investments.................................................. 4,150,692
-----------
NET ASSETS.................................................................................. $42,308,874
===========
</TABLE>

<PAGE> 277

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
John Hancock Global Resources Fund,
a series of John Hancock Series, Inc.

We have audited the accompanying statement of net assets of John Hancock Global
Resources Fund (formerly Transamerica Resources Fund), a series of John Hancock
Series, Inc. (formerly Transamerica Series, Inc.), as of October 31, 1994, and
the related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the periods indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibilty is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994, by correspon- dence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of John Hancock Global Resources Fund, a series of John Hancock Series,
Inc., at October 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the indicated periods, in
conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Houston, Texas
December 2, 1994

15
<PAGE> 278
Transamerica Government Income Fund
(effective December 22, 1994, John Hancock Government Income Fund)

STATEMENT OF NET ASSETS

October 31, 1994

<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ---------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AND
U.S. GOVERNMENT AGENCY
OBLIGATIONS -- 84.66%

FEDERAL HOME
LOAN MORTGAGE
CORPORATION -- 23.88%
Pass Through Securities
7.750% due 11/01/08.......... $ 35,948 $ 34,832
8.000% due 04/01/07.......... 70,904 69,363
CMO -- Planned
Amortization Class
4.500% due 05/15/14.......... 2,000,000 1,639,687
5.000% due 04/15/21.......... 6,000,000 4,779,375
5.750% due 05/15/21.......... 17,005,946 14,715,458
6.000% due 06/15/08.......... 8,000,000 6,601,250
6.500% with various
maturities to 03/25/23 (A).. 31,888,400 27,783,969
7.000% due 06/15/21.......... 2,300,000 2,004,594
-----------
57,628,528

FEDERAL JUDICIARY OFFICE
BUILDING -- 0.06%
Zero Coupon due 02/15/01...... 250,000 152,025

FEDERAL NATIONAL MORTGAGE
ASSOCIATION -- 25.69%
6.000% with various
maturities to 11/01/23...... 16,127,062 13,728,162
6.500% due 05/01/08.......... 13,217,197 12,263,048
7.000% due 04/01/08.......... 3,889,611 3,696,298
8.500% with various
maturities to 09/01/24...... 5,085,856 5,027,051
9.750% due 02/10/99.......... 125,000 125,681
9.950% due 05/10/99.......... 250,000 252,738
CMO -- Interest Only
6.500% due 10/01/23.......... 14,475,477 5,319,738
CMO -- Planned
Amortization Class
6.000% due 04/25/24.......... 6,388,638 4,815,436
6.500% with various
maturities to 08/25/20...... 11,660,000 10,073,969
6.750% due 06/25/21.......... 4,000,000 3,358,750
7.000% due 05/25/20(A)....... 3,700,000 3,132,859
7.500% due 05/25/20.......... 200,000 178,988
-----------
61,972,718

FINANCING CORPORATION -- 2.58%
9.400% due 02/08/18.......... 4,000,000 4,410,000
9.650% due 11/02/18.......... 1,600,000 1,806,000
-----------
6,216,000

TENNESSEE VALLEY
AUTHORITY -- 4.59%
7.250% due 07/15/43.......... 8,000,000 6,644,000
7.850% due 06/15/44.......... 5,000,000 4,432,050
-----------
11,076,050

U.S. TREASURY
SECURITIES -- 27.86%
Bonds
12.625% due 05/15/95(B)....... 40,400,000 41,944,492
15.750% due 11/15/01.......... 16,865,000 24,250,352
Notes
11.250% due 05/15/95(B)....... 1,000,000 1,028,810
-----------
67,223,654

TOTAL U.S. GOVERNMENT
AND U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $217,385,536)........... 204,268,975

FOREIGN BONDS -- 10.10%

U.S. DOLLAR DENOMINATED
FOREIGN GOVERNMENT
BONDS -- 10.10%
Argentina (Republic of)
Notes Series L
6.500% due 03/31/05(C)........ 2,000,000 1,445,000
Brazil (Republic of)
Notes IDU Series A-L
6.063% due 01/01/01(C)........ 2,940,000 2,407,125

</TABLE>
5
<PAGE> 279
Transamerica Government Income Fund
(Effective December 22, 1994, John Hancock Government Income Fund)

STATEMENT OF NET ASSETS

Continued

FACE
ISSUER AMOUNT VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
British Columbia Hydro & Power Authority
15.000% due 04/15/11............................. 3,900,000 4,514,250
15.500% due 11/15/11............................. 1,700,000 2,061,250

Hydro-Quebec Corp.
8.250% with various maturities to 01/15/27...... 2,000,000 1,833,750
8.875% due 03/01/26............................. 2,000,000 1,962,500
9.375% due 04/15/30............................. 2,000,000 2,052,500
11.750% due 02/01/12............................. 270,000 336,825
Province of Ontario, Canada
15.125% due 05/01/11............................. 1,345,000 1,568,606
17.000% due 11/05/11............................. 5,000,000 6,193,750
------------
TOTAL FOREIGN BONDS
(Cost $27,857,579)............................... 24,375,556

MULTI-FAMILY MORTGAGE BACKED BONDS -- 3.78%
DLJ Mortgage Acceptance Corp.
7.200% due 07/14/03............................. 4,856,909 4,521,479
7.400% due 06/18/03............................. 4,909,808 4,589,137
------------
TOTAL MULTI-FAMILY MORTGAGE BACKED BONDS
(Cost $9,998,016)................................ 9,110,616
------------
TOTAL LONG-TERM OBLIGATIONS -- 98.54%
(Cost $255,241,131).............................. 237,755,147

CASH AND OTHER ASSETS, LESS
LIABILITIES -- 1.46%............................ 3,529,283
------------
NET ASSETS, at value, equivalent to $8.75 per
share for 25,478 Class A Shares ($.01 par
value) of capital stock outstanding and $8.75
per share for 27,547,677 Class B Shares ($.01
par value) of capital stock outstanding --
100.00%......................................... $241,284,430
============
</TABLE>

(A) Federal Home Loan Mortgage Corporation and Federal
National Mortgage Association securities with a value of
$7,718,559 owned by the Fund were designated as margin
deposits for futures contracts at October 31, 1994.
(B) Long-term obligations that will mature in less than
one year.
(C) Floating rate security.

See Notes to Financial Statements.

6
<PAGE> 280
Transamerica Government Income Fund
(effective December 22, 1994, John Hancock Government Income Fund)

STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

STATEMENT OF OPERATIONS
Year Ended October 31, 1994

<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest ........................... $ 23,940,679

EXPENSES
Distribution expenses
(See Note D) ..................... $ 2,685,334
Management fees .................... 1,728,997
Transfer agent fees ................ 337,677
Administrative service fees ........ 132,786
Custodian fees ..................... 64,967
Registration fees .................. 64,878
Shareholder reports ................ 59,668
Audit and legal fees ............... 47,962
Directors' fees and
expenses ......................... 26,069
Interest expense ................... 14,332
Miscellaneous ...................... 38,909 5,201,579
------------ ------------
NET INVESTMENT
INCOME ......................... 18,739,100

REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
Investments ....................... (10,308,076)
Futures contracts ................. (2,190,367)
Forward currency
contracts ....................... 426,179 (12,072,264)
------------
Net change in
unrealized appreciation
(depreciation) of:
Investments ....................... (25,329,099)
Futures contracts ................. 404,876
Forward currency
contracts ....................... 19,551 (24,904,672)
------------ ------------
NET REALIZED AND
UNREALIZED LOSS ON
SECURITIES ........................ (36,976,936)
------------
DECREASE IN NET ASSETS
RESULTING FROM
OPERATIONS......................... $(18,237,836)
============
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------
1994 1993
------------ -----------
<S> <C> <C>
OPERATIONS
Net investment income ............... $ 18,739,100 $18,614,695
Net realized gain (loss) on
securities ........................ (12,072,264) 774,222
Net change in unrealized
appreciation
(depreciation) of
securities ........................ (24,904,672) 5,274,938
------------ ------------
Increase (decrease) in
net assets resulting
from operations ................... (18,237,836) 24,663,855

DISTRIBUTIONS TO
SHAREHOLDERS FROM
Net investment income --
Class A ........................... (1,228) -
Class B ........................... (18,621,004) (18,900,217)
Net realized gain on
securities -- Class B ............. (730,403) -
------------ ------------
Total distributions to
shareholders ...................... (19,352,635) (18,900,217)

CAPITAL SHARE
TRANSACTIONS
Increase (decrease) in
capital shares
outstanding ....................... (14,538,382) 62,109,749
------------ ------------
Increase (decrease) in
net assets ........................ (52,128,853) 67,873,387

NET ASSETS
Beginning of year ................... 293,413,283 225,539,896
------------ ------------
End of year ......................... $241,284,430 $293,413,283
============ ============
</TABLE>

See Notes to Financial Statements.

7
<PAGE> 281
<TABLE>

FINANCIAL HIGHLIGHTS

<CAPTION>
CLASS A SHARES CLASS B SHARES
-------------- -------------------------------------------------------
PERIOD FROM
SEPTEMBER 30,
1994 TO YEAR ENDED OCTOBER 31,
OCTOBER 31, -------------------------------------------------------
1994(1) 1994 1993 1992 1991 1990
-------------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a share
outstanding during each period:
Net asset value, beginning of period..................... $ 8.85 $ 10.05 $ 9.83 $ 9.79 $ 9.37 $ 9.98

INCOME FROM INVESTMENT OPERATIONS
Net investment income................................... 0.06 0.65 0.70 0.80 0.89 0.88
Net realized and unrealized gain (loss) on securities... (0.10) (1.28) 0.24 0.03 0.40 (0.54)
------- -------- -------- -------- -------- -------
Total from Investment Operations.................... (0.04) (0.63) 0.94 0.83 1.29 0.34

LESS DISTRIBUTIONS
Dividends from net investment income.................... (0.06) (0.65) (0.72) (0.79) (0.87) (0.95)
Distributions from realized gains........................ - (0.02) - - - -
------- -------- -------- -------- -------- -------
Total Distributions................................. (0.06) (0.67) (0.72) (0.79) (0.87) (0.95)
------- -------- -------- -------- -------- -------
Net asset value, end of period.......................... $ 8.75 $ 8.75 $ 10.05 $ 9.83 $ 9.79 $ 9.37
======= ======== ======== ======== ======== =======
TOTAL RETURN (2)....................................... (0.45)% (6.42)% 9.86% 8.81% 14.38% 3.71%
======= ======== ======== ======== ======== =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets....... 0.12% 1.93% 2.00% 2.00% 2.00% 2.04%
Ratio of interest expense to average net assets......... - 0.01% 0.01% 0.15% - -
------- -------- -------- -------- -------- -------
Ratio of total expenses to average net assets........... 0.12% 1.94% 2.01% 2.15% 2.00% 2.04%
Ratio of expense reimbursement to average net assets.... - - - - - (0.04)%
------- -------- -------- -------- -------- -------
Ratio of net expenses to average net assets............. 0.12% 1.94% 2.01% 2.15% 2.00% 2.00%
======= ======== ======== ======== ======== =======
Ratio of net investment income to average net assets.... 0.71% 6.98% 7.06% 8.03% 9.09% 9.22%
Portfolio turnover...................................... 92% 92% 138% 112% 162% 83%
Net Assets, end of period (in thousands)................ $ 223 $241,061 $293,413 $225,540 $129,014 $64,707
Debt outstanding at end of period (in thousands)(3)..... $ 0 $ 0 $ 0 $ 0 - -
Average daily amount of debt outstanding during
the period (in thousands)(3).......................... $ 349 $ 349 $ 503 $ 6,484 - -
Average monthly number of shares outstanding during
the period (in thousands)............................. 28,696 28,696 26,378 18,572 - -
Average daily amount of debt outstanding per share
during the period(3).................................. $ 0.01 $ 0.01 $ 0.02 $ 0.35 - -

<FN>
(1) Financial highlights, including total return, have not been annualized.
Portfolio turnover and information regarding debt outstanding are for the
year ended October 31, 1994 and are not class specific.
(2) Total return does not include the effect of the initial sales charge
for Class A Shares nor the contingent deferred sales charge for Class B
Shares.
(3) Debt outstanding consists of reverse repurchase agreements entered
into during the period.
</TABLE>

See Notes to Financial Statements.

<PAGE> 282
Transamerica Government Income Fund
(effective December 22, 1994, John Hancock Government Income Fund)

NOTES TO FINANCIAL STATEMENTS

October 31, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Transamerica Government Income Fund (the "Fund"), formerly Transamerica
Special Government Income Fund, is one of the series of the Issuer. The Fund
made its initial offering of shares to the public on February 23, 1988. On
September 30, 1994, the Fund commenced issuing a second class of shares. The
new Class A Shares are subject to an initial sales charge of up to 4.75% and a
12b-1 distribution plan and the Class B Shares are subject to a contingent
deferred sales charge and a separate 12b-1 distribution plan. The following is
a summary of significant accounting policies consistently followed by the Fund.
(1) The Fund values its debt securities at quotations provided by
pricing services and market makers. Interest rate futures contracts and options
on interest rate futures are valued based on their daily settlement price.
Securities which are not traded on U.S. markets, forward currency contracts and
other assets and liabilities stated in foreign currency are translated into
U.S. dollar equivalents based on quoted exchange rates. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Issuer's Board of Directors. Short-term
investments are valued at amortized cost (original cost plus amortized discount
or accrued interest).
(2) The premium paid by the Fund for the purchase of a call or put
option is recorded as an investment and subsequently "marked to market" to
reflect the current market value of the option purchased. If an option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or a loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security purchased upon exercise is increased by the premium originally paid.
(3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts are maintained by the Fund's custodian in
segregated asset accounts. During the period the futures contract is open,
changes in the value of the contract are recognized as unrealized gains or
losses by "marking to market" on a daily basis to reflect the market value of
the contract at the end of each day's trading. Variation margin payments are
received or made, depending upon whether unrealized gains or losses are
incurred. When the contract is closed, the Fund records a realized gain or loss
equal to the difference between the proceeds from (or cost of) the closing
transaction and the Fund's basis in the contract.
(4) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm 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 and the Fund will use the proceeds obtained from the
sale of securities to purchase other investments.
(5) Security transactions are accounted for on the trade date. Interest
income is accrued daily. Debt discounts are amortized using the straight-line
method. Realized gains and losses from security transactions are determined on
the basis of identified cost for both financial reporting and federal income
tax purposes.
(6) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded on the
ex-dividend date and may be reinvested at net asset value. Income distributions
are determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. Distributions payable to shareholders
at October 31, 1994 were $711,439.
(7) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code. The Fund's tax year end is December 31.
(8) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.

9
<PAGE> 283
Transamerica Government Income Fund
(effective December 22, 1994, John Hancock Government Income Fund)

NOTES TO FINANCIAL STATEMENTS

Continued

NOTE A (Continued)

(9) With respect to U.S. government and U.S. government agency
securities in which the Fund may invest, only U.S. Treasury and Government
National Mortgage Association (GNMA) issues are backed by the full faith and
credit of the U.S. government. All other government issues are backed by the
issuing agencies and their general ability to borrow from the U.S. government.
Options and futures contracts on U.S. government securities are not issues of,
nor guaranteed by the U.S. government or its agencies.

(10) The Fund reports custodian fees net of credits and charges
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle portfolio transactions. For the year ended
October 31, 1994, these amounts were $14,301 and $13,948, respectively.

NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated based on the following
schedule:

<TABLE>
<CAPTION>
AVERAGE DAILY
NET ASSETS ANNUAL RATE
------------- -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Over $500 million 0.600%
</TABLE>

At October 31, 1994, the management fee payable to the Investment
Adviser was $133,624.

The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended October
31, 1994, the Fund paid or accrued $107,246 for these services, of which $9,471
was payable at October 31, 1994.

Transamerica Fund Distributors Inc. (the "Distributor"), an affiliate
of the Investment Adviser, is the principal underwriter of the Fund. At October
31, 1994, receivables from and payables to the Distributor for Fund share
transactions were $61,205 and $671,881, respectively.

The Fund paid no compensation directly to any officer. Certain officers
and a director of the Issuer are affiliated with the Investment Adviser.

During the year ended October 31, 1994, the Fund paid legal fees of
$9,618 to Baker & Botts. A partner with Baker & Botts is an officer of the
Issuer.

NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

During the year ended October 31, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $244,231,077 and
$259,987,372, respectively. At October 31, 1994, payables to brokers for
securities purchased were $2,500,605.

At October 31, 1994, the identified cost of investments owned is the
same for both financial reporting and federal income tax purposes. At October
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments and futures contracts for federal income tax purposes were
$920,652 and $17,993,511, respectively.

Futures contracts which were open at October 31, 1994, were as follows:

<TABLE>
<CAPTION>
DELIVERY NUMBER OF UNREALIZED
MONTH/YEAR/COMMITMENT CONTRACTS(1) APPRECIATION
- -------------------------- ------------ ------------
<S> <C> <C>
U.S. Treasury Ten Year
Note Futures
Dec/94/short 135 $366,094
U.S. Treasury Bond Futures
Dec/94/short 70 47,031
--- --------
205 $413,125
=== ========
</TABLE>

(1) Each contract represents $100,000 in par value.

NOTE D - PLAN OF DISTRIBUTION

The Class A Plan and the Class B Plan permit each class to make
payments to the Distributor up to 0.25% annually of average daily net assets
for certain distribution costs such as service fees paid to dealers,
production and distribution of prospectuses to prospective investors, services
provided to new and existing shareholders and other distribution related
activities. During the period September 30, 1994 to

10
<PAGE> 284
Transamerica Government Income Fund
(effective December 22, 1994, John Hancock Government Income Fund)

NOTES TO FINANCIAL STATEMENTS
Continued

NOTE D (Continued)

October 31, 1994, Class A made payments to the Distributor of $37 or 0.02%
related to the above activities. During the year ended October 31, 1994,
Class B made payments of $671,915 or 0.25% related to these activities.

The Class B Plan also permits Class B to reimburse the Distributor up
to 0.75% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors,
on the sale of Class B Shares. These costs are based upon a commission payment
charge of 5% of the value of Class B Shares sold (excluding shares acquired
through reinvestment), reduced by the amount of contingent deferred sales
charges (CDSC) that have been received by the Distributor on redemptions of
Class B Shares. These costs also include a charge of interest (carrying charge)
at an annual rate of 1% over the prevailing prime rate to the extent cumulative
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the
year ended October 31, 1994, Class B reimbursed the Distributor $2,013,382 or
0.75% for such costs. For the year ended October 31, 1994, the Distributor
received $766,358 in CDSC. At October 31, 1994, the balance of unrecovered
costs was $10,485,386.

At October 31, 1994, Class A had $37 and Class B had $265,299 payable
to the Distributor pursuant to the above distribution plans.

_____________________________

NOTE E - CAPITAL AND RELATED TRANSACTIONS

A summary of the capital stock transactions follows:

<TABLE>
<CAPTION>
Year Ended October 31,
------------------------------------------------------------
1994(1) 1993
--------------------------- ---------------------------
Shares Dollars Shares Dollars
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Shares sold--Class A..................................... 25,409 $ 223,359 - -
Shares sold--Class B..................................... 4,611,686 43,702,215 10,924,803 $108,497,899
Shares issued in reinvestment of distributions--Class A.. 69 606 - -
Shares issued in reinvestment of distributions--Class B.. 1,061,434 9,872,309 993,283 9,861,880
Shares redeemed--Class A................................. - - - -
Shares redeemed--Class B................................. (7,326,339) (68,336,871) (5,650,502) (56,250,030)
---------- ------------ ---------- ------------
Net increase (decrease) in capital shares outstanding.... (1,627,741) $(14,538,382) 6,267,584 $ 62,109,749
========== ============ ========== ============
</TABLE>

(1) Class A share transactions are for the period September 30, 1994 to
October 31, 1994.

The components of net assets at October 31, 1994, are as follows:

<TABLE>
<S> <C>
Capital paid-in (350,000,000 shares authorized).......................................................... $271,079,720
Accumulated net realized loss on investments, futures contracts and forward currency contracts........... (12,722,431)
Net unrealized depreciation of investments and futures contracts......................................... (17,072,859)
------------
NET ASSETS............................................................................................... $241,284,430
============
</TABLE>

11
<PAGE> 285

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
John Hancock Government Income Fund,
a series of Transamerica Series, Inc.

We have audited the accompanying statement of net assets of John
Hancock Government Income Fund (formerly Transamerica Government Income Fund),
a series of John Hancock Series, Inc. (formerly Transamerica Special Series,
Inc.), as of October 31, 1994, and the related statement of operations for the
year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
periods indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of John Hancock Government Income Fund, a series of John Hancock
Series, Inc., at October 31, 1994, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the indicated
periods, in conformity with generally accepted accounting principles.

Ernst & Young LLP

Houston, Texas
December 2, 1994

12
<PAGE> 286
Transamerica High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

STATEMENT OF NET ASSETS

October 31, 1994

<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------------
<S> <C> <C>
NON-CONVERTIBLE
CORPORATE DEBT - 77.80%

CHEMICALS - 0.89%
N.L. Industries Inc.
11.750% due 10/15/03................ $1,500,000 $ 1,530,000

COMMUNICATIONS & CABLE - 7.27%
Cablevision Industries Corp.
9.250% due 04/01/08................ 3,000,000 2,670,000
10.750% due 01/30/02................ 2,000,000 1,997,500
Cablevision Systems Corp.
9.875% due 02/15/13................ 2,000,000 1,865,000
Century Communications Corp.
Zero coupon due 03/15/03............ 4,000,000 1,655,000
11.875% due 10/15/03................ 700,000 738,500
Continental Cablevision Inc.
9.500% due 08/01/13................ 4,000,000 3,610,000
-----------
12,536,000
CONSUMER CYCLICALS - 2.20%
Continental Homes Holding Corp.
12.000% due 08/01/99................ 2,000,000 2,030,000
Miles Homes Services Inc.(A)
12.000% due 04/01/01................ 2,000,000 1,768,000
-----------
3,798,000
CONSUMER GOODS & SERVICES - 5.38%
All American Bottling Corp.
13.000% due 08/15/01................ 1,840,000 1,846,900
Apparel Ventures, Inc.(B)
12.250% due 12/31/00................ 1,500,000 1,425,000
Arcadian Partners L.P.
10.750% due 05/01/05................ 1,500,000 1,468,125
Chattem Inc.(C)
12.750% due 06/15/04................ 1,500,000 1,447,500
Fresh Del Monte Produce N.V.
10.000% due 05/01/03................ 2,000,000 1,680,000
J.B. Williams Holdings Inc.
12.500% due 03/01/04................ 1,000,000 960,000
Paul Harris Stores, Inc.
11.375% due 01/31/00................ 452,300 450,039
-----------
9,277,564
ENERGY - 15.09%
Dual Drilling Co.
9.875% due 01/15/04................ 3,750,000 3,525,000
Falcon Drilling Co., Inc.
9.750% due 01/15/01................ 2,500,000 2,440,625
Global Marine Inc.
12.750% due 12/15/99................ 2,100,000 2,281,125
HS Resources, Inc.
9.875% due 12/01/03................ 2,581,000 2,426,140
Maxus Energy Corp.
11.080% due 05/15/01................ 2,000,000 2,000,000
11.500% due 11/15/15................ 2,000,000 1,997,500
Nuevo Energy Co.
12.500% due 06/15/02................ 4,000,000 4,245,000
OPI International Inc.
12.875% due 07/15/02................ 4,700,000 5,334,500
Wilrig AS
11.250% due 03/15/04................ 2,000,000 1,765,000
-----------
26,014,890
FINANCIAL SERVICES - 2.81%
American Financial Corp.
12.250% due 09/15/03................ 2,250,000 2,317,500
Indah Kiat International Finance Co.
12.500% due 06/15/06................ 2,500,000 2,521,875
-----------
4,839,375
GAMING & LODGING - 6.57%
Boomtown Inc.
11.500% due 11/01/03................ 2,600,000 2,210,000
Casino Magic Finance Corp.
11.500% due 10/15/01................ 4,000,000 2,760,000
HWCC-Tunica, Inc.
13.500% due 09/30/98................ 2,000,000 1,600,000
</TABLE>

4
<PAGE> 287
Transamerica High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------------
<S> <C> <C>
Sahara Finance Corp.
12.125% due 08/31/96 . . . . . . . . 3,471,204 3,297,644
Trump Plaza Funding Inc.
10.875% due 06/15/01 . . . . . . . . 2,000,000 1,455,000
----------
11,322,644

HEALTH CARE - 6.19%
Abbey Healthcare Group, Inc.
9.500% due 11/01/02 . . . . . . . . 2,200,000 2,013,000
Amerisource Distribution Corp.(D)
11.250% due 07/15/05 . . . . . . . . 2,112,500 2,051,766
General Medical Corp.(D)
12.125% due 08/15/05 . . . . . . . . 2,742,000 2,718,854
Healthtrust, Inc. - The Hospital Co.
8.750% due 03/15/05 . . . . . . . . . 4,000,000 3,895,000
----------
10,678,620
INDUSTRIALS - 6.54%
Grupo Industrial Durango S.A. de C.V.
12.000% due 07/15/01 . . . . . . . . 2,500,000 2,543,750
Rainy River Forest Products, Inc.
10.750% due 10/15/01 . . . . . . . . 500,000 499,375
Rexene Corp.
9.000% due 11/15/99 . . . . . . . . 1,780,000 1,775,550
10.000% due 11/15/02(D) . . . . . . . 6,500,000 6,467,500
----------
11,286,175

MEDIA & LEISURE - 0.58%
Garden State Newspaper, Inc.
12.000% due 07/01/04 . . . . . . . . 1,000,000 992,500

METALS & MINING - 6.88%
Geneva Steel Co.
9.500% due 01/15/04 . . . . . . . . 1,000,000 890,000
Renco Metals Inc.
12.000% due 07/15/00 . . . . . . . . 2,000,000 1,875,000
Sheffield Steel Corp.
12.000% due 11/01/01 . . . . . . . . 5,125,000 4,996,875
Weirton Steel Corp.
10.875% due 10/15/99 . . . . . . . . 2,500,000 2,543,750
11.500% due 03/01/98 . . . . . . . . 1,500,000 1,554,375
----------
11,860,000

PAPER & PACKAGING - 3.47%
Container Corp. of America
11.250% due 05/01/04 . . . . . . . . 2,000,000 2,075,000
15.500% due 12/01/04(E) . . . . . . . 1,500,000 1,951,729
Crown Packaging Holdings Ltd.
10.750% due 11/01/00 . . . . . . . . 1,000,000 1,015,000
Stone Container Corp.
10.750% due 04/01/02 . . . . . . . . 1,000,000 945,000
----------
5,986,729

RETAIL-FOOD & DRUG - 9.21%
American Restaurant Group Inc.
12.000% due 09/15/98 . . . . . . . . 1,750,000 1,671,250
Farm Fresh Holdings Corp.(D)
14.250% due 10/01/02 . . . . . . . . 6,161,702 4,240,021
Farm Fresh Inc.
12.250% due 10/01/00 . . . . . . . . 1,000,000 865,000
Flagstar Corp.
10.750% due 09/15/01 . . . . . . . . 2,000,000 1,890,000
Food 4 Less Supermarkets Inc.
10.450% due 04/15/00 . . . . . . . . 2,000,000 1,970,000
13.750% due 06/15/01 . . . . . . . . 2,400,000 2,622,000
Victory Markets Inc.
12.500% due 03/15/00 . . . . . . . . 500,000 372,500
White Rose Foods Inc.
Zero coupon due 11/01/98 . . . . . . 4,000,000 2,255,000
----------
15,885,771

TECHNOLOGY-RELATED - 0.82%
Genicom Corp.
12.500% due 02/15/97 . . . . . . . . 1,500,000 1,410,000

TRANSPORTATION - 0.68%
CHC Helicopter Corp.
11.500% due 07/15/02 . . . . . . . . 1,250,000 1,181,250

</TABLE>

5
<PAGE> 288
Transamerica High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------------
<S> <C> <C>
TRANSPORTATION
EQUIPMENT - 3.22%
International Controls Corp.
12.750% due 08/01/01 ................. 2,435,000 2,435,000
14.500% due 01/01/06 ................. 3,132,000 3,116,340
-----------
5,551,340
-----------
TOTAL NON-CONVERTIBLE
CORPORATE DEBT
(Cost $138,195,215) .................. 134,150,858

DEFERRED INTEREST RATE
SETTING BONDS - 6.98%

COMMUNICATIONS &
CABLE - 0.52%
Nextel Communications, Inc.
Zero coupon to 02/15/99,
9.750% due 08/15/04 ................ 2,000,000 900,000

ENERGY - 1.98%
Mesa Capital Corp.
Zero coupon to 06/30/95,
12.750% due 06/30/98 ................ 4,000,000 3,420,000

INDUSTRIAL - 1.35%
Indspec Chemical Corp.
Zero coupon to 12/01/98,
11.500% due 12/01/03 ................. 4,000,000 2,330,000

MEDIA & LEISURE - 0.90%
Affiliated Newspaper
Investments Inc.(F)
Zero coupon to 07/01/99,
13.250% due 07/01/06 ................. 3,000,000 1,552,500

PAPER & PACKAGING - 1.25%
Crown Packaging
Holdings Ltd.
Zero coupon to 11/01/00,
12.250% due 11/01/03 ................. 4,250,000 2,156,875

UTILITIES - 0.98%
Celcaribe S.A.(G)
Zero coupon to 03/15/98,
13.500% due 03/15/04 ................. 2,000,000 1,679,988
-----------
TOTAL DEFERRED INTEREST
RATE SETTING BONDS
(Cost $12,932,727) ................... 12,039,363

U.S. DOLLAR DENOMINATED
FOREIGN BONDS - 3.20%

FOREIGN GOVERNMENT
BONDS - 2.04%
Brazil (Republic of)
Notes IDU Series A-L(H)
6.063% due 01/01/01 ................. 1,960,000 1,604,750
Repackaged Argentina
Domestic Securities Trust I
14.750% due 09/01/02 ................. 2,000,000 1,920,000
-----------
3,524,750
FOREIGN CORPORATE
BONDS - 1.16%
NTN Capital Co., Ltd.
Series A(I)(J)
12.360% due 04/05/95 ................. 2,000,000 2,000,000
-----------
TOTAL U.S. DOLLAR DENOMINATED
FOREIGN BONDS
(Cost $5,628,710) .................... 5,524,750
-----------
TOTAL LONG-TERM
OBLIGATIONS - 87.98%
(Cost $156,756,652) .................. 151,714,971

COMMON STOCKS - 1.22% SHARES
-------
RETAIL-FOOD & DRUG - 0.02%
Farm Fresh Holdings Corp.* ........... 1,000 40,000

TRANSPORTATION - 1.20%
America West Airlines, Inc.
Class B* ........................... 170,793 2,070,865
-----------
TOTAL COMMON STOCKS
(Cost $2,398,100) .................... 2,110,865
</TABLE>

6
<PAGE> 289
Transamerica High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

<TABLE>
STATEMENT OF NET ASSETS

Continued

ISSUER/COMPANY SHARE VALUE
- ----------------------------------------------------------------
<S> <C> <C>
FOREIGN DENOMINATED
PREFERRED STOCK - 5.48%

FINANCIAL SERVICES - 5.48%
Algoma Finance Corp.(K)
(Cost $9,191,465).................... 590,643 9,441,034

STOCK WARRANTS - 0.18% WARRANTS
--------
CONSUMER GOODS & SERVICES - 0.01%
Browne Bottling Co.*(L) ............ 237 12,324

GAMING & LODGING - 0.01%
Boomtown Inc.*(M) .................. 1,500 7,500
Casino Magic Finance Corp.*(N)...... 9,000 9,000
---------
16,500
METALS & MINING - 0.04%
Sheffield Steel Corp.*(O) .......... 22,500 67,500

PAPER & PACKAGING - 0.09%
Crown Packaging Holdings Ltd.*(P)... 2,750 151,250

TRANSPORTATION - 0.03%
CHC Helicopter Corp.*(Q)............ 16,000 64,000
---------
TOTAL STOCK WARRANTS
(Cost $37,500) ...................... 311,574

SHORT-TERM OBLIGATIONS - 2.72%

COMMERCIAL PAPER - 2.72%

CONSUMER GOODS & SERVICES - 2.72%
Archer-Daniels-Midland Co.
4.850% due 11/01/94
(Cost $4,685,000) ................... 4,685,000 4,685,000
-----------
TOTAL INVESTMENTS - 97.58%
(Cost $173,068,717) ................. 168,263,444

CASH AND OTHER ASSETS,
LESS LIABILITIES - 2.42% ............ 4,171,172
-----------
NET ASSETS, at value,
equivalent to $7.33 per
share for 1,594,818 Class A
Shares ($.01 par value)
of capital stock outstanding
and $7.33 per share for
21,913,963 Class B
Shares ($.01 par value)
of capital stock
outstanding - 100.00% ............ 172,434,616
===========

<FN>
(A) Each $1,000 face amount of Miles Homes Services Inc. equals one unit, which
consists of a bond and 12 warrants.
(B) Each $1,000 face amount of Apparel Ventures, Inc. equals one unit, which
consists of a bond and one warrant.
(C) Each $1,000 face amount of Chattem Inc. equals one unit, which consists of
a bond and one warrant.
(D) Payment-in-kind security. Coupon may be paid in cash or additional
securities at discretion of the Issuer.
(E) Deferred interest security.
(F) Each $1,000 face amount of Affiliated Newspaper Investments Inc. equals
one unit, which consists of a bond and one Affiliated Newspaper Investments
Inc. common stock.
(G) Each $10,000 face amount of Celcaribe S.A. equals one unit, which consists
of a bond and 1,626 shares of common stock.
(H) Floating rate security.
(I) Brazilian Indexed Dollar Securities.
(J) Long-term obligations that will mature in less than one year.
(K) Market value is in U.S. dollars.
(L) Each warrant entitles the holder to purchase one common share at an
exercise price of $.01 and will expire on August 15, 2003.
(M) Each warrant entitles the holder to purchase one common share at an
exercise price of $21.1875 and will expire on November 1, 1998.
(N) Each warrant entitles the holder to purchase one common share at an
exercise price of $25 and will expire on October 14, 1996.
(O) Each warrant entitles the holder to purchase one common share at an
exercise price of $.01 and will expire on November 1, 2001.
(P) Each warrant entitles the holder to purchase 0.257366 Class A common
share at an exercise price prepaid by the company and will expire on
October 15, 2003.
(Q) Each warrant entitles the holder to purchase one Class A Subordinate
Voting share at an exercise price of $9.375 and will expire on
December 15, 2000.

* Non-income producing.
</TABLE>

See Notes to Financial Statements.

7
<PAGE> 290

Transamerica High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

STATEMENT OF OPERATIONS
Year Ended October 31, 1994

<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest .......................... $ 18,601,708
Dividends (net of foreign
withholding taxes of $51,162) ... 289,921
------------
18,891,629
EXPENSES
Distribution expenses
(see Note D) .................... $1,604,168
Management fees ................... 976,834
Transfer agent fees ............... 224,568
Administrative service fees ....... 100,822
Registration fees ................. 54,607
Custodian fees .................... 44,634
Shareholder reports ............... 43,869
Audit and legal fees .............. 38,241
Directors' fees and expenses ...... 25,464
Miscellaneous ..................... 23,899 3,137,106
---------- ------------
NET INVESTMENT INCOME 15,754,523

REALIZED AND UNREALIZED
LOSS ON INVESTMENTS
Net realized loss on investments .. (8,882,766)
Net change in unrealized
depreciation of investments ..... (9,524,936)
------------
NET REALIZED AND UNREALIZED
LOSS ON INVESTMENTS (18,407,702)
------------
DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (2,653,179)
============

</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------
1994 1993
------------ ------------
<S> <C> <C>
OPERATIONS
Net investment income ............. $ 15,754,523 $ 13,088,016
Net realized gain (loss) on
investments ..................... (8,882,766) 4,681,658
Net change in unrealized
appreciation (depreciation)
of investments .................. (9,524,936) 7,261,729
------------ ------------
Increase (decrease) in net
assets resulting from
operations ...................... (2,653,179) 25,031,403

DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income -
Class A ......................... (821,430) (44,789)
Class B ......................... (15,331,034) (12,211,141)
Net realized gains -
Class A ......................... (18,900) -
Class B ......................... (870,444) -
------------ ------------
Total distributions to
shareholders .................... (17,041,808) (12,255,930)

CAPITAL SHARE TRANSACTIONS
Increase in capital shares
outstanding ..................... 35,571,332 45,222,622
------------ ------------
Increase in net assets ............ 15,876,345 57,998,095

NET ASSETS
Beginning of year ................. 156,558,271 98,560,176
------------ ------------
End of year ....................... $172,434,616 $156,558,271
============ ============
Undistributed Net Investment
Income .......................... $ 86,246 $ 393,074
============ ============
</TABLE>

See Notes to Financial Statements.

8
<PAGE> 291
<TABLE>
FINANCIAL HIGHLIGHTS

<CAPTION> CLASS A SHARES CLASS B SHARES
---------------------------- -----------------------------------------------------
YEAR PERIOD FROM
ENDED JUNE 30, 1993 YEAR ENDED OCTOBER 31,
OCTOBER 31, TO OCTOBER 31, -----------------------------------------------------
1994(1) 1993(2) 1994(1) 1993 1992 1991 1990
----------- -------------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for
a shares outstanding during each period:
Net asset value, beginning of period........ $ 8.23 $ 8.10 $ 8.23 $ 7.43 $ 7.44 $ 6.45 $ 8.14

INCOME FROM INVESTMENT OPERATIONS
Net investment income....................... 0.80 0.33 0.74 0.80 0.87 0.98 1.09
Net realized and unrealized gain (loss)
on investments............................ (0.83) 0.09 (0.83) 0.75 (0.04) 1.06 (1.68)
------- ------ -------- -------- ------- ------- -------
Total from Investment Operations.......... (0.03) 0.42 (0.09) 1.55 0.83 2.04 (0.59)

LESS DISTRIBUTIONS
Dividends from net investment income........ (0.82) (0.29) (0.76) (0.75) (0.84) (0.98) (1.09)
Distributions from realized gains........... (0.05) - (0.05) - - - -
Returns of capital.......................... - - - - - (0.07) (0.01)
------- ------ -------- -------- ------- ------- -------
Total Distributions....................... (0.87) (0.29) (0.81) (0.75) (0.84) (1.05) (1.10)
------- ------ -------- -------- ------- ------- -------
Net asset value, end of period.............. $ 7.33 $ 8.23 $ 7.33 $ 8.23 $ 7.43 $ 7.44 $ 6.45
======= ====== ======== ======== ======= ======= =======

TOTAL RETURN(3)............................. (0.59)% 4.96% (1.33)% 21.76% 11.56% 34.21% (8.04)%
======= ====== ======== ======== ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets..... 1.16% 0.31% 1.91% 2.08% 2.25% 2.24% 2.25%
Ratio of expense reimbursement to
average net assets........................ - - - - - - (0.03)%
------- ------ -------- -------- ------- ------- -------
Ratio of net expenses to average
net assets................................ 1.16% 0.31% 1.91% 2.08% 2.25% 2.24% 2.22%
======= ====== ======== ======== ======= ======= =======
Ratio of net investment income to
average net assets........................ 10.14% 4.38% 9.39% 10.07% 11.09% 13.73% 14.59%
Portfolio turnover.......................... 153% 204% 153% 204% 206 93% 96%
Net Assets, end of period (in thousands).... $11,696 $2,344 $160,739 $154,214 $98,560 $72,023 $37,097

<FN>
(1) Per share information has been calculated using the average number of
shares outstanding.
(2) Financial highlights, including total return, have not been annualized.
Portfolio turnover is for the year ended October 31, 1993.
(3) Total return does not include the effect of the initial sales charge for
Class A Shares nor the contingent deferred sales charge for Class B Shares.
</TABLE>

See Notes to Financial Statements.

9
<PAGE> 292
High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

NOTES TO FINANCIAL STATEMENTS

October 31, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Transamerica High Yield Bond Fund (the "Fund"), formerly Transamerica
Special High Yield Bond Fund, is one of the series of the Issuer. The Fund made
its initial offering of shares to the public on October 26, 1987 and presently
offers two classes of shares. Class A Shares are subject to an initial sales
charge of up to 4.75% and a 12b-1 distribution plan and Class B Shares are
subject to a contingent deferred sales charge and a separate 12b-1 distribution
plan. The following is a summary of significant accounting policies
consistently followed by the Fund.

(1) The Fund values its debt securities at quotations provided by
pricing services and market makers. Securities traded on stock exchanges or in
the over-the-counter market are valued at the last sale price on the primary
exchange or market on which such securities are traded, as of the close of
business on the day the securities are being valued or, lacking any sales, at
the mean between the most recent bid and asked prices. Options on interest rate
futures are valued based on their daily settlement price. Securities which are
not traded on U.S. markets, forward currency contracts, and other assets and
liabilities stated in foreign currency are translated into U.S. dollar
equivalents based on quoted exchange rates. Securities for which market
quotations are not readily available are valued at a fair value as determined
in good faith by the Issuer's Board of Directors. Short-term investments are
valued at amortized cost (original cost plus amortized discount or accrued
interest).

(2) The premium paid by the Fund for the purchase of a call or put
option is recorded as an investment and subsequently "marked to market" to
reflect the current market value of the option purchased. If an option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or a loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security purchased upon exercise is increased by the premium originally paid.

(3) Security transactions are accounted for on the trade date. Dividend
income is recorded on the ex-dividend date. Interest income is accrued daily.
Debt discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes.

(4) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded on the
ex-dividend date and may be reinvested at net asset value. Distributions
payable to shareholders at October 31, 1994 were $944,207.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences are primarily due to the difference
in the treatment of foreign currency gains and losses for tax and financial
reporting purposes.

(5) As described in the prospectus, the Fund may invest in debt
securities that, at the time of purchase, are assigned to the lower rating
categories of recognized rating agencies or are unrated by such agencies and
therefore, may involve greater credit and/or interest rate risk.

(6) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code. The Fund's tax year end is December 31.

(7) The Fund reports custodian fees net of credits and charges
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle portfolio transactions. For the year ended
October 31, 1994, these amounts were $12,355 and $12,820, respectively.

(8) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.

10
<PAGE> 293
Transamerica High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

NOTES TO FINANCIAL STATEMENTS

Continued

NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated based on the following
schedule:

AVERAGE DAILY
NET ASSETS ANNUAL RATE
------------- -----------
First $75 million 0.6250%
Next $75 million 0.5625%
Over $150 million 0.5000%

At October 31, 1994, the management fee payable to the Investment
Adviser was $85,355.

The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended October
31, 1994, the Fund paid or accrued $80,593 to the Investment Adviser for these
services, of which $7,600 was payable at October 31, 1994.

During the year ended October 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of the Investment Adviser, as the
principal underwriter, retained $23,651 as its portion of the commissions
charged on sales of Class A Shares of the Fund. At October 31, 1994,
receivables from and payables to the Distributor for Fund share transactions
were $203,184 and $219,596, respectively.

The Fund paid no compensation directly to any officer. Certain officers
and a director of the Issuer are affiliated with the Investment Adviser.

During the year ended October 31, 1994, the Fund paid legal fees of
$5,778 to Baker & Botts. A partner with Baker & Botts is an officer of the
Issuer.

NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

During the year ended October 31, 1994, purchases and sales of securities,
other than short-term obligations, aggregated $274,586,475 and $244,745,264,
respectively. At October 31, 1994, receivables from and payables to brokers
for securities sold and purchased were $510,155 and $926,778, respectively.

At October 31, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
October 31, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments for federal income tax purposes were $1,415,870 and
$6,221,143, respectively.

NOTE D - PLAN OF DISTRIBUTION

The Class A Plan and the Class B Plan permit each class to make
payments to the Distributor up to 0.25% annually of average daily net assets
for certain distribution costs such as service fees paid to dealers, production
and distribution of prospectuses to prospective investors, services provided to
new and existing shareholders and other distribution related activities. During
the year ended October 31, 1994, Class A and Class B made payments to the
Distributor of $20,179 or 0.25% and $390,708 or 0.25%, respectively, related
to these activities.

The Class B Plan also permits Class B to reimburse the Distributor up
to 0.75% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors,
on the sale of Class B Shares. These costs are based upon a commission payment
charge of 5% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales
charges (CDSC) that have been received by the Distributor on redemptions of
Class B Shares. These costs also include a charge of interest (carrying charge)
at an annual rate of 1% over the prevailing prime rate to the extent cumulative
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the
year ended October 31, 1994, Class B reimbursed the Distributor $1,193,281 or
0.75% for such costs. For this period, the Distributor received $387,591 in
CDSC. At October 31, 1994 , the balance of unrecovered costs was $6,398,026.

At October 31, 1994, Class A had $4,032 and Class B had $180,453
payable to the Distributor pursuant to the above distribution plans.

11
<PAGE> 294
Transamerica High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

NOTES TO FINANCIAL STATEMENTS

Continued

<TABLE>
NOTE E - CAPITAL AND RELATED TRANSACTIONS

A summary of the capital stock transactions follows:

<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------------------------------------
1994 1995(1)
-------------------------- -------------------------
SHARES DOLLARS SHARES DOLLARS
---------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Shares sold - Class A 3,865,973 $ 30,826,064 404,922 $ 3,286,368
Shares sold - Class B 10,695,100 84,645,545 12,438,739 98,183,615
Shares issued in reinvestment of
distributions - Class A 56,266 435,342 4,681 38,120
Shares issued in reinvestment of
distributions - Class B 949,832 7,453,158 716,474 5,674,122
Shares redeemed - Class A (2,612,061) (20,718,136) (124,963) (1,009,795)
Shares redeemed - Class B (8,472,714) (67,070,641) (7,681,049) (60,949,808)
---------- ----------- ---------- ------------
Net increase in capital shares
outstanding 4,482,396 $ 35,571,332 5,758,804 $ 45,222,622
========== ============ ========== ============

<FN>
(1) Class A share transactions are for the period June 30, 1993 to October 31,
1993.
</TABLE>

The components of net assets at October 31, 1994, are as follows:

<TABLE>
<S> <C>
Capital paid-in (125,000,000 shares authorized).................................... $186,398,447
Undistributed net investment income................................................ 86,246
Accumulated net realized loss on investments....................................... (9,244,804)
Net unrealized depreciation of investments......................................... (4,805,273)
------------
NET ASSETS......................................................................... $172,434,616
============
</TABLE>

12
<PAGE> 295

John Hancock High Yield Bond Fund
(effective December 22, 1994, John Hancock High Yield Bond Fund)

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
John Hancock High Yield Bond Fund,
a series of John Hancock Series, Inc.

We have audited the accompanying statement of net assets of John Hancock High
Yield Bond Fund (formerly Transamerica High Yield Bond Fund), a series of John
Hancock Series, Inc. (formerly Transamerica Series, Inc.), as of October 31,
1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of John
Hancock High Yield Bond Fund, a series of John Hancock Series, Inc., at
October 31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the indicated periods, in conformity
with generally accepted accounting principles.

Ernst & Young LLP

Houston, Texas
December 2, 1994,
except as to Note F as to which the date is January 25, 1995.

13
<PAGE> 296

HIGH YIELD TAX FREE FUND

<TABLE>
STATEMENT OF NET ASSETS

<CAPTION>
October 31, 1994

FACE
ISSUER AMOUNT VALUE
- --------------------------------------------------------------
<S> <C> <C>
LONG-TERM MUNICIPAL
- -------------------
OBLIGATIONS - 96.50%
- ----------------------
CALIFORNIA - 18.75%
Adelanto Improvement
Agency Revenue
Refunding Bonds
5.500% due 12/01/23 .......... $1,250,000 $ 1,037,500
Fontana Special Tax
Community Facilities
District Bonds
8.500% due 04/01/21 .......... 8,000,000 7,250,000
Fresno Joint Powers
Financing Authority
Revenue Refunding Bonds
7.350% due 09/02/12 .......... 5,640,000 5,259,300
Metropolitan Water District
Waterworks Revenue Bonds
5.000% due 07/01/20 .......... 2,000,000 1,550,000
Pleasanton Joint Powers
Financing Authority
Revenue Bonds
6.750% due 09/02/17 .......... 3,430,000 3,194,188
San Joaquin Hills
Transportation Corridor
Agency Toll Road
Revenue Bonds
5.000% due 01/01/33 .......... 1,000,000 678,750
6.750% due 01/01/32 .......... 6,600,000 5,956,500
South Orange County Public
Financing Authority
Special Tax Revenue Bonds
8.130% due 08/15/17 .......... 7,500,000 6,281,250
-----------
31,207,488
COLORADO - 2.74%
Denver City & County
Airport Revenue Bonds
7.250% due 11/15/25 .......... 5,000,000 4,568,750

DISTRICT OF COLUMBIA - 0.60%
District of Columbia
Certificates of
Participation
7.300% due 01/01/13 .......... 1,000,000 996,250

FLORIDA - 6.78%
Florida Housing Finance
Agency Revenue Bonds
8.400% due 10/01/12 .......... 3,300,000 3,279,375
Hillsborough County
Aviation Authority
Revenue Bonds
8.600% due 01/15/22 .......... 3,900,000 3,495,375
Homestead Industrial
Development
Revenue Bonds
7.950% due 11/01/18 .......... 2,000,000 1,825,000
Jacksonville Electric
Authority Revenue Bonds
5.250% due 10/01/28 .......... 1,000,000 783,750
South Indian River
Water Control District
Revenue Bonds
7.500% due 11/01/18 .......... 2,000,000 1,905,000
-----------
11,288,500
GEORGIA - 3.45%
Rockdale County
Development Authority
Solid Waste Disposal
Revenue Bonds
7.400% due 01/01/16 .......... 5,000,000 4,787,500
7.500% due 01/01/26 .......... 1,000,000 953,750
-----------
5,741,250
ILLINOIS - 10.94%
Bedford Park Tax Increment
Revenue Bonds
9.750% due 03/01/12 .......... 1,000,000 1,016,250
</TABLE>

4
<PAGE> 297
<TABLE>
STATEMENT OF NET ASSETS
<CAPTION>
Continued
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------
<S> <C> <C>
Chicago O'Hare International
Airport Special Facility
Revenue Bonds
8.850% due 05/01/18 .......... 1,975,000 2,120,656
Du Page County General
Obligation Bonds
5.600% due 01/01/21 .......... 5,000,000 4,306,250
Illinois Development Finance
Authority Solid Waste
Disposal Facility
Revenue Bonds
7.875% due 04/01/11 .......... 5,035,000 4,896,538
Illinois Health Facilities
Authority Revenue Bonds
9.000% due 10/01/22 .......... 1,500,000 1,453,125
9.500% due 10/01/22 .......... 2,500,000 2,550,000
Round Lake Beach Tax
Increment Revenue
Refunding Bonds
7.500% due 12/01/13 .......... 2,000,000 1,865,000
----------
18,207,819
INDIANA - 0.48%
Bluffton Economic Development
Revenue Refunding Bonds
7.850% due 08/01/15 .......... 750,000 793,125

IOWA - 0.12%
Iowa Finance Authority
Health Care Facility
Revenue Bonds
9.950% due 07/01/19 .......... 200,000 200,000

KANSAS - 1.15%
Prairie Village Revenue Bonds
8.750% due 08/15/23 .......... 2,000,000 1,910,000

KENTUCKY - 3.60%
Kenton County Airport
Revenue Bonds
7.250% due 02/01/22 .......... 3,800,000 3,491,250
7.800% due 12/01/15 .......... 2,500,000 2,496,875
----------
5,988,125
MARYLAND - 2.05%
Baltimore County Pollution
Control Revenue
Refunding Bonds
7.500% due 06/01/15 .......... 1,450,000 1,437,313
7.550% due 06/01/17 .......... 2,000,000 1,982,500
----------
3,419,813
MASSACHUSETTS - 3.24%
Massachusetts State
Industrial Finance Agency
Resource Recovery
Revenue Bonds
9.000% due 07/01/15 .......... 2,800,000 3,052,000
Massachusetts State Port
Authority Special Project
Revenue Bonds
10.000% due 03/01/26.......... 2,200,000 2,343,000
----------
5,395,000
MICHIGAN - 5.34%
Michigan State Highway
Truck Line General
Obligation Bonds
5.500% due 10/01/21 .......... 4,500,000 3,667,500
Michigan State Hospital
Finance Authority
Revenue Bonds
7.500% due 11/01/10 .......... 1,455,000 1,373,156
Monroe County Pollution
Control Revenue Bonds
10.500% due 12/01/16 ......... 250,000 270,000
Waterford Township Economic
Development Corporation
Revenue Bonds
8.375% due 07/01/23 .......... 3,500,000 3,583,125
----------
8,893,781
</TABLE>
5
<PAGE> 298
<TABLE>
STATEMENT OF NET ASSETS
<CAPTION>
Continued
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------
<S> <C> <C>
MISSOURI - 0.59%
Lee's Summit Industrial
Development Authority
Health Facilities
Revenue Bonds
7.125% due 08/15/12 .......... 1,000,000 976,250

NEW YORK - 2.23%
Triborough Bridge and
Tunnel Authority
Revenue Bonds
6.125% due 01/01/21 .......... 4,000,000 3,710,000

OHIO - 3.67%
Bedford Hospital Improvement
Revenue Bonds
8.500% due 05/15/09 .......... 1,520,000 1,573,200
Cleveland Parking Facilities
Revenue Bonds
8.000% due 09/15/12 .......... 1,000,000 1,012,500
Lorain County Project
Revenue Bonds
8.625% due 02/01/22 .......... 3,300,000 3,522,750
----------
6,108,450
OKLAHOMA - 1.14%
Tulsa Municipal Airport Trust
Revenue Bonds
7.350% due 12/01/11 .......... 2,000,000 1,902,500

OREGON - 2.48%
Western Generation Agency
Cogeneration Project
Revenue Bonds
7.125% due 01/01/21 .......... 4,300,000 4,122,625

PENNSYLVANIA - 12.34%
Cambria County Industrial
Development Authority
Pollution Control Revenue
Refunding Bonds
7.500% due 09/01/15 .......... 1,000,000 986,250
Chester County Industrial
Development Authority
Revenue Bonds
10.125% due 05/01/19 ......... 200,000 202,500
Montgomery County Higher
Education & Health
Authority Revenue Bonds
7.500% due 11/01/13 .......... 3,030,000 2,870,925
7.500% due 11/01/14 .......... 1,055,000 998,294
Pennsylvania Convention
Center Authority
Revenue Bonds
6.000% due 09/01/19 .......... 2,700,000 2,514,375
Pennsylvania Economic
Development Financing
Authority Resource
Recovery Revenue Bonds
6.875% due 01/01/11 .......... 5,800,000 5,256,250
Philadelphia Hospital &
Higher Education Facilities
Revenue Bonds
8.625% due 07/01/21 .......... 2,300,000 2,251,125
9.000% due 07/01/10 .......... 2,295,000 2,369,587
Philadelphia Industrial
Development
Revenue Bonds
10.250% due 02/01/18 ......... 290,000 297,250
Philadelphia Municipal
Authority Revenue
Refunding Bonds
6.300% due 07/15/17 .......... 2,000,000 1,755,000
Scranton-Lackawanna Health
& Welfare Authority
Revenue Bonds
8.500% due 07/01/20 .......... 1,000,000 1,042,500
----------
20,544,056
</TABLE>

6
<PAGE> 299
<TABLE>
STATEMENT OF NET ASSETS

<CAPTION>
Continued

FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------
<S> <C> <C>
RHODE ISLAND - 1.32%
Providence Redevelopment
Agency Certificates of
Participation
8.000% due 09/01/24 .......... 2,250,000 2,202,187

SOUTH CAROLINA - 1.13%
McCormick County Hospital
Facilities Revenue Bonds
10.500% due 03/01/18 ......... 100,000 101,250
Piedmont Municipal Power
Agency Revenue
Refunding Bonds
5.375% due 01/01/25 .......... 2,155,000 1,775,181
-----------
1,876,431
TEXAS - 2.25%
Houston Housing Finance
Corporation Revenue Bonds
9.750% due 09/15/03 .......... 435,000 448,050
Sam Rayburn Municipal
Power Agency Power
Supply System
Revenue Bonds
6.750% due 10/01/14 .......... 3,525,000 3,304,688
-----------
3,752,738

UTAH - 3.20%
Carbon County Solid Waste
Disposal Revenue Bonds
7.500% due 07/01/07 .......... 1,500,000 1,417,500
9.000% due 07/01/12 .......... 2,000,000 1,947,500
9.250% due 07/01/18 .......... 1,900,000 1,959,375
-----------
5,324,375
VIRGINIA - 1.84%
Hopewell Industrial
Development Authority
Resource Recovery
Revenue Bonds
8.250% due 05/01/10 .......... 1,000,000 1,021,250
8.250% due 06/01/16 .......... 2,000,000 2,042,500
-----------
3,063,750

WEST VIRGINIA - 2.18%
Marion County Community
Solid Waste Disposal
Facility Revenue Bonds
7.750% due 12/01/11 .......... 4,000,000 3,625,000

WISCONSIN - 2.89%
Wisconsin Public Power
Supply System Revenue
Refunding Bonds
5.250% due 07/01/21 .......... 6,000,000 4,815,000
-----------

TOTAL LONG-TERM
MUNICIPAL OBLIGATIONS
(Cost $169,963,949) .......... 160,633,263

SHORT-TERM
- ----------
OBLIGATIONS - 3.67%
- ---------------------
VARIABLE RATE REVENUE
- ---------------------
BONDS - 3.67%
- ---------------
ALABAMA - 0.54%
Mobile Industrial
Development Board
Solid Waste Disposal
Revenue Bonds
3.400% due 11/02/94 (A) ...... 900,000 902,135

MICHIGAN - 0.12%
Michigan State Strategic
Fund Pollution Control
Revenue Bonds
3.500% due 11/01/94 (A) ...... 200,000 200,496

MISSISSIPPI - 1.99%
Jackson County Pollution
Control Revenue
Refunding Bonds
3.400% due 11/01/94 (A) ...... 200,000 200,448
Jackson County Port Facility
Revenue Bonds
3.400% due 11/01/94 (A) ...... 3,100,000 3,106,943
-----------
3,307,391

</TABLE>

7
<PAGE> 300
<TABLE>
STATEMENT OF NET ASSETS

<CAPTION>
Continued

FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------
<S> <C> <C>
TEXAS - 0.48%
Southwest Higher Education
Authority Revenue
Refunding Bonds
3.500% due 11/01/94 (A) .......... 800,000 801,844

WYOMING - 0.54%
Lincoln County Pollution
Control Revenue Bonds
3.600% due 11/01/94 (A)
Series A ........................ 400,000 400,973
Series C ........................ 500,000 501,216
------------
902,189
------------
TOTAL SHORT-TERM
OBLIGATIONS
(Cost $6,114,055) .................. 6,114,055
------------
TOTAL INVESTMENTS - 100.17%
(Cost $176,078,004) ................ 166,747,318

CASH AND OTHER ASSETS,
LESS LIABILITIES - (0.17)% ...... (277,616)
------------
NET ASSETS, at value,
equivalent to $8.82 per
share for 1,745,448 Class A
Shares ($.01 par value)
of capital stock outstanding
and $8.82 per share for
17,127,143 Class B
Shares ($.01 par value)
of capital stock
outstanding - 100.00% ........... $166,469,702
============
<FN>
(A) Interest rate reset date.
</TABLE>

See Notes to Financial Statements.

8
<PAGE> 301

STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
STATEMENT OF OPERATIONS
Year Ended October 31, 1994

<S> <C> <C>
INVESTMENT INCOME
Interest ..................... $ 10,754,138

EXPENSES
Distribution expenses
(see Note D)............... $1,423,523
Management fees............... 886,380
Transfer agent fees........... 110,384
Administrative service fees... 88,709
Registration fees............. 59,160
Custodian fees................ 41,081
Audit and legal fees.......... 31,837
Shareholder reports........... 28,865
Directors' fees and expenses.. 25,400
Miscellaneous................. 18,251 2,713,590
---------- ------------
NET INVESTMENT INCOME...... 8,040,548

REALIZED AND UNREALIZED
LOSS ON INVESTMENTS
Net realized loss on
investments................ (1,459,716)
Net change in unrealized
depreciation of
investments................ (14,473,003)
------------
NET REALIZED AND UNREALIZED
LOSS ON INVESTMENTS........ (15,932,719)
------------
DECREASE IN NET ASSETS
RESULTING FROM
OPERATIONS................. (7,892,171)
============
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED OCTOBER 31,
-----------------------------
1994 1993
------------ ------------
<S> <C> <C>
OPERATIONS
Net investment income ......... 8,040,548 4,602,260
Net realized gain (loss) on
investments ................. (1,459,716) 2,331,358
Net change in unrealized
appreciation
(depreciation) of
investments ................. (14,473,003) 3,971,820
------------ ------------
Increase (decrease) in net
assets resulting from
operations .................. (7,892,171) 10,905,438

DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income -
Class A ..................... (369,015) -
Class B ..................... (7,671,533) (4,876,985)
In excess of net investment
income -
Class A ..................... (67,471) -
Class B ..................... (1,136,918) -
From net realized gain on
investments - Class B ....... (1,980,359) (929,982)
------------ ------------
Total distributions to
shareholders ................ (11,225,296) (5,806,967)

CAPITAL SHARE
TRANSACTIONS
Increase in capital shares
outstanding ................ 72,145,259 42,410,147
------------ ------------
Increase in net assets ........ 53,027,792 47,508,618

NET ASSETS
Beginning of year ............. 113,441,910 65,933,292
------------ ------------
End of year ................... $166,469,702 $113,441,910
============ ============
</TABLE>

See Notes to Financial Statements.

9
<PAGE> 302

<TABLE>
FINANCIAL HIGHLIGHTS

<CAPTION>
CLASS A SHARES CLASS B SHARES
--------------- ---------------------------------------------------------
PERIOD FROM
DECEMBER 31, 1993 YEAR ENDED OCTOBER 31,
TO OCTOBER 31, ---------------------------------------------------------
1994(1) 1994 1993 1992 1991 1990
--------------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a share
outstanding during each period:
Net asset value, beginning of period ............. $ 9.85 $ 9.98 $ 9.39 $ 9.31 $ 9.07 $ 9.29

INCOME FROM INVESTMENT OPERATIONS
Net investment income ............................ 0.48 0.48 0.53 0.55 0.54 0.55
Net realized and unrealized gain (loss)
on investments ................................ (0.94) (0.90) 0.72 0.17 0.34 (0.14)
------- -------- -------- ------- ------- -------
Total from Investment Operations .............. (0.46) (0.42) 1.25 0.72 0.88 0.41

LESS DISTRIBUTIONS
Dividends from net investment income ............. (0.48) (0.48) (0.56) (0.55) (0.54) (0.55)
Dividends in excess of net investment income ..... (0.09) (0.07) - - - -
Distributions from realized gains ................ - (0.19) (0.10) (0.09) - -
Returns of capital ............................... - - - - (0.10) (0.08)
------- -------- -------- ------- ------- -------
Total Distributions ........................... (0.57) (0.74) (0.66) (0.64) (0.64) (0.63)
------- -------- -------- ------- ------- -------
Net asset value, end of period ................... $ 8.82 $ 8.82 $ 9.98 $ 9.39 $ 9.31 $ 9.07
======= ======== ======== ======= ======= =======

TOTAL RETURN(2) .................................. (4.82)% (4.44)% 13.69% 7.89% 10.07% 4.60%
======= ======== ======== ======= ======= =======

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets .......... 0.96% 1.85% 2.06% 2.17% 2.36% 2.20%
Ratio of net investment income to
average net assets ........................... 5.08% 5.36% 5.23% 5.78% 5.61% 5.96%
Portfolio turnover ............................... 62% 62% 100% 40% 83% 41%
Net Assets, end of period (in thousands) ......... $15,401 $151,069 $113,442 $65,933 $51,467 $35,820
<FN>
(1) Financial highlights, including total return, have not been annualized. Per share information has been calculated using the
average number of shares outstanding. Portfolio turnover is for the year ended October 31, 1994.
(2) Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent deferred sales
charge for Class B Shares.
</TABLE>

See Notes to Financial Statements.

10
<PAGE> 303
NOTES TO FINANCIAL STATEMENTS

October 31, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Transamerica Series, Inc. (the "Issuer"), formerly Transamerica Special Series,
Inc., is a diversified, open-end management investment company registered under
the Investment Company Act of 1940, as amended. The Issuer operates as a series
fund, currently issuing six series of shares. On May 20, 1994, the shareholders
of the Issuer approved changes to the name of the Issuer and to the names of
each of the series of the Issuer. These changes became effective on June 15,
1994.
Transamerica High Yield Tax-Free Fund (the "Fund"), formerly
Transamerica Special High Yield Tax Free Fund, is one of the series of the
Issuer. The Fund made its initial offering of shares to the public on August 25,
1986 and subsequently was reorganized as a series of the Issuer and made its
initial offering of shares to the public as a Series fund on May 1, 1987. On
December 31, 1993, the Fund commenced issuing a second class of shares. The new
Class A Shares are subject to an initial sales charge of up to 4.75% and a 12b-1
distribution plan and Class B Shares are subject to a contingent deferred sales
charge and a separate 12b-1 distribution plan. The following is a summary of
significant accounting policies consistently followed by the Fund.
(1) The Fund values its investments by using quotations provided by
market makers, estimates of market value, or values received from an independent
pricing service. Securities for which market quotations are not readily
available are valued at a fair value as determined in good faith by the Issuer's
Board of Directors. Short-term investments are valued at amortized cost
(original cost plus amortized discount or accrued interest).
(2) Security transactions are accounted for on the trade date. Interest
income is accrued daily. For financial reporting purposes, debt premiums are
amortized using the yield-to-maturity method. Realized gains and losses from
security transactions are determined on the basis of identified cost for both
financial reporting and federal income tax purposes.
(3) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded on the
ex-dividend date and may be reinvested at net asset value. Income and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles. Distributions
payable to shareholders at October 31, 1994 were $627,636.
(4) As described in the prospectus, the Fund may invest in debt
securities that, at the time of purchase are assigned to the medium and lower
rating categories of recognized rating agencies or are unrated by such agencies
and therefore, may involve greater credit and/or interest rate risks.
(5) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code. The Fund's tax year end is December 31.
(6) The Fund reports custodian fees net of credits and charges resulting
from cash positions in the custodial accounts greater than or less than the
amounts required to settle portfolio transactions. For the year ended October
31, 1994, these amounts were $5,364 and $6,203, respectively.
(7) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.

<TABLE>
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated based on the following
schedule:

<CAPTION>
AVERAGE DAILY
NET ASSETS ANNUAL RATE
------------------ -----------
<S> <C>
First $75 million 0.6250%
Next $75 million 0.5625%
Over $150 million 0.5000%
</TABLE>
At October 31, 1994, the management fee payable to the Investment
Adviser was $84,476.
The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended October
31, 1994, the Fund paid or accrued $60,488 for these services, of which $5,709
was payable at October 31, 1994.
During the year ended October 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of the Investment Adviser, as principal
underwriter of the Fund, retained $24,453 as its portion of the commissions
charged on sales of Class A Shares of the Fund. At October 31, 1994, receivables
from and payables to the Distributor for Fund share transactions were $564,579
and $135,220, respectively.

11
<PAGE> 304
NOTES TO FINANCIAL STATEMENTS

Continued

NOTE B (Continued)

The Fund paid no compensation directly to any officer. Certain officers
and a director of the Issuer are affiliated with the Investment Adviser.

During the year ended October 31, 1994, the Fund paid legal fees of
$5,114 to Baker & Botts. A partner with Baker & Botts is an officer of the
Issuer.

NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

During the year ended October 31, 1994, purchases and sales of securities, other
than short-term obligations, aggregated $159,571,299 and $88,978,661,
respectively. At October 31, 1994, payables to brokers for securities purchased
were $2,587,700.
At October 31, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
October 31, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments for federal income tax purposes were $1,064,773 and
$10,395,459, respectively.

NOTE D - PLAN OF DISTRIBUTION

Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related to
the distribution of its Class A and Class B Shares (the "Class A Plan" and the
"Class B Plan," respectively). The distribution plans, together with the initial
sales charge on Class A Shares and the contingent deferred sales charge on Class
B Shares, comply with the regulations covering maximum sales charges assessed by
mutual funds distributed through securities dealers that are NASD members.
The Class A Plan and the Class B Plan permit each class to make payments
to the Distributor up to 0.25% annually of average daily net assets for certain
distribution costs such as service fees paid to dealers, production and
distribution of prospectuses to prospective investors, services provided to new
and existing shareholders and other distribution related activities. During the
period December 31, 1993 to October 31, 1994, Class A made payments to the
Distributor of $15,171 or 0.21% related to the above activities. During the year
ended October 31, 1994, Class B made payments of $360,232 or 0.25% related to
these activities.
The Class B Plan also permits Class B to reimburse the Distributor up to
0.75% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors, on
the sale of Class B Shares. These costs are based upon a commission payment
charge of 5% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales charges
(CDSC) that have been received by the Distributor on redemptions of Class B
Shares. These costs also include a charge of interest (carrying charge) at an
annual rate of 1% over the prevailing prime rate to the extent cumulative
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the
year ended October 31, 1994, Class B reimbursed the Distributor $1,048,120 or
0.73% for such costs. For the year ended October 31, 1994, the Distributor
received $253,265 in CDSC. At October 31, 1994, the balance of unrecovered costs
was $6,227,263.
At October 31, 1994, Class A had $4,515 and Class B had $205,393 payable
to the Distributor pursuant to the above distribution plans.

12
<PAGE> 305
NOTES TO FINANCIAL STATEMENTS

Continued

<TABLE>
NOTE E - CAPITAL AND RELATED TRANSACTIONS

A summary of the capital stock transactions follows:
<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------------------------------
1994(1) 1993
------------------------ -----------------------
SHARES DOLLARS SHARES DOLLARS
---------- ------------ --------- -----------
<S> <C> <C> <C> <C>
Shares sold - Class A ............................................... 1,811,428 $ 16,937,949 - -
Shares sold - Class B ............................................... 7,988,008 76,547,531 5,001,644 $48,865,219
Shares issued in reinvestment of distributions - Class A ............ 14,913 136,310 - -
Shares issued in reinvestment of distributions - Class B ............ 446,841 4,233,508 280,254 2,731,671
Shares redeemed - Class A ........................................... (80,893) (741,733) - -
Shares redeemed - Class B ........................................... (2,671,603) (24,968,306) (937,111) (9,186,743)
---------- ------------ --------- -----------
Net increase in capital shares outstanding ............................ 7,508,694 $ 72,145,259 4,344,787 $42,410,147
========== ============ ========= ===========
<FN>
(1) Class A share transactions are for the period December 31, 1993 to October 31, 1994.

The components of net assets at October 31, 1994, are as follows:

Capital paid-in (125,000,000 shares authorized).............................................................. $177,720,082
Accumulated net realized loss on investments................................................................. (1,919,694)
Net unrealized depreciation of investments................................................................... (9,330,686)
------------
NET ASSETS................................................................................................... $166,469,702
============
</TABLE>

13
<PAGE> 306

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
John Hancock High Yield Tax-Free Fund,
a series of John Hancock Series, Inc.

We have audited the accompanying statement of net assets of John Hancock High
Yield Tax-Free Fund (formerly Transamerica High Yield Tax Free Fund), a series
of John Hancock Series, Inc. (formerly Transamerica Series, Inc.), as of October
31, 1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the periods indicated therein.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of John Hancock High Yield Tax-Free Fund, a series of John Hancock
Series, Inc., at October 31, 1994, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the indicated
periods, in conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Houston, Texas
December 2, 1994,

14
<PAGE> 307
Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

October 31, 1994

<TABLE>
<CAPTION>
COMPANY SHARES VALUE
- ----------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 98.34%

COMPUTERS & OFFICE EQUIPMENT - 15.69%
Adaptec Inc.* ...................... 110,000 $2,557,500
Adobe Systems Inc. ................. 75,000 2,700,000
Amtech Corp. ....................... 4,375 43,750
Ascend Communications Inc.* ........ 39,700 1,290,250
Auspex Systems Inc.* ............... 5,000 36,875
Autodesk, Inc. ..................... 29,000 1,000,500
BMC Software Inc.* ................. 2,000 90,500
Banyan Systems Inc.* ............... 60,000 1,035,000
Blyth Industries Inc.* ............. 15,000 345,000
Brock Control Systems Inc.* ........ 2,500 24,375
Broderbund Software Inc.* .......... 10,000 640,000
C-Cube Microsystems, Inc.* ......... 15,000 322,500
Cadence Design Systems, Inc.* ...... 75,029 1,500,580
Cheyenne Software Inc.* ............ 2,000 22,250
Compuware Corp.* ................... 26,600 1,040,725
Concord EFS Inc.* .................. 4,500 110,250
Continuum Inc.* .................... 65,000 1,746,875
Cornerstone Imaging Inc.* .......... 7,000 106,750
Corporate Express Inc.* ............ 5,000 112,500
Dataware Technologies Inc.* ........ 3,000 39,000
Dell Computer Corp.* ............... 55,000 2,447,500
Electronic Arts Inc.* .............. 15,000 337,500
FileNet Corp.* ..................... 7,000 178,500
Franklin Electronic Publishers
Inc.* ............................ 9,500 176,938
Franklin Quest Co.* ................ 36,000 1,273,500
GaSonics International Corp.* ...... 18,000 364,500
Gateway 2000 Inc.* ................. 110,000 2,578,125
Global Village Communications,
Inc.* ............................ 2,000 18,000
Hogan Systems, Inc. ................ 230,000 1,437,500
IMRS Inc.* ......................... 48,500 1,927,875
Informix Corp.* .................... 130,000 3,575,000
InfoSoft International, Inc.* ...... 5,000 173,750
International Imaging
Materials Inc.* .................. 22,500 562,500
Kronos Inc.* ....................... 21,500 489,125
Learning Co.* ...................... 15,000 356,250
LEGENT Corp.* ...................... 50,000 1,425,000
Madge N.V.* ........................ 160,000 1,740,000
MapInfo Corp.* ..................... 6,000 129,000
Mercury Interactive Corp.* ......... 95,000 1,401,250
Minnesota Educational
Computing Corp.* ................. 5,000 77,500
NetManage Inc.* .................... 6,000 172,500
Network General Corp.* ............. 100,000 2,162,500
Norand Corp.* ...................... 2,500 98,125
OPTi Inc.* ......................... 120,000 1,740,000
PeopleSoft Inc.* ................... 30,000 1,860,000
Platinum Technology Inc.* .......... 85,000 1,880,625
Printronix, Inc.* .................. 40,000 840,000
Progress Software Corp.* ........... 21,000 653,625
Project Software &
Development Inc.* ................ 25,000 400,000
Quantum Corp.* ..................... 50,000 768,750
QuickResponse Services Inc.* ....... 6,000 97,500
Quickturn Design System Inc.* ...... 1,500 16,500
Read-Rite Corp.* ................... 51,000 886,125
SPSS Inc.* ......................... 70,000 953,750
Seagate Technology Inc.* ........... 40,000 1,015,000
Software Spectrum, Inc.* ........... 5,000 63,125
Sterling Software, Inc.* ........... 105,000 3,281,250
Structural Dynamics
Research Corp.* .................. 2,000 9,750
SyBase Inc.* ....................... 56,000 2,933,000
Symantec Corp.* .................... 14,000 248,500
Tech Data Corp.* ................... 8,000 158,000
3COM Corp.* ........................ 150,000 6,037,500
Viewlogic Systems Inc.* ............ 32,500 715,000
Wall Data Inc.* .................... 8,000 290,000
Wonderware Corp.* .................. 20,000 498,750
</TABLE>

8
<PAGE> 308

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

COMPANY SHARES VALUE
- ----------------------------------------------------------------
<S> <C> <C>
Zebra Technologies Corp. Class A* . . . 2,200 88,550
Zilog, Inc.* . . . . . . . . . . . . . 60,000 1,725,000
----------
65,027,918
CONSUMER CYCLICALS - 14.23%
AnnTaylor Stores Corp.* . . . . . . . . 67,000 2,780,500
Arbor Drugs, Inc. . . . . . . . . . . . 6,000 127,500
Ashworth Inc.* . . . . . . . . . . . . 25,000 262,500
Bed Bath & Beyond Inc.* . . . . . . . . 60,000 1,770,000
Best Buy Co., Inc.* . . . . . . . . . . 95,000 3,586,250
Big B Inc. . . . . . . . . . . . . . . 10,000 123,750
Brookstone Inc.* . . . . . . . . . . . 144,500 2,167,500
CUC International, Inc.* . . . . . . . 20,000 642,500
Campo Electronics, Appliances
& Computers Inc.* . . . . . . . . . . 155,000 1,879,375
Cash America International Inc. . . . . 35,000 288,750
Catherine's Stores Corp.* . . . . . . . 37,500 318,750
Cato Corp. Class A . . . . . . . . . . 100,000 937,500
Chic by H.I.S. Inc.* . . . . . . . . . 29,000 311,750
Claire's Stores Inc. . . . . . . . . . 4,000 46,500
Clayton Homes Inc.* . . . . . . . . . . 90,037 1,631,920
Coleman Company Inc.* . . . . . . . . . 5,000 173,125
Consolidated Stores Corp.* . . . . . . 24,000 435,000
Copart Inc.* . . . . . . . . . . . . . 50,000 931,250
Cygne Designs Inc.* . . . . . . . . . . 38,000 489,250
Cyrk Inc.* . . . . . . . . . . . . . . 45,000 1,755,000
Decker's Outdoor Corp.* . . . . . . . . 10,000 152,500
Department 56 Inc.* . . . . . . . . . . 20,000 732,500
Detroit Diesel Corp.* . . . . . . . . . 20,000 495,000
Discount Auto Parts, Inc.* . . . . . . 40,000 610,000
Duracraft Corp.* . . . . . . . . . . . 9,000 335,250
Edelbrock Corp.* . . . . . . . . . . . 10,000 127,500
Ellett Brothers Inc. . . . . . . . . . 81,000 1,255,500
Ethan Allen Interiors Inc.* . . . . . . 41,000 1,004,500
Federated Dept. Stores, Inc.* . . . . . 90,000 1,867,500
Fingerhut Cos., Inc. . . . . . . . . . 16,000 260,000
First Alert Inc.* . . . . . . . . . . . 70,000 1,487,500
Fossil Inc.* . . . . . . . . . . . . . 15,000 412,500
Friedmans, Inc. Class A* . . . . . . . 10,000 162,500
FunCo Inc.* . . . . . . . . . . . . . . 20,000 355,000
General Nutrition Cos., Inc.* . . . . . 2,000 51,000
Gymboree Corp.* . . . . . . . . . . . . 22,000 715,000
Haggar Corp. . . . . . . . . . . . . . 8,000 192,000
Home Theater Products
International Inc.* . . . . . . . . . 165,000 979,688
Just For Feet Inc.* . . . . . . . . . . 2,500 73,750
Koala Corp.* . . . . . . . . . . . . . 35,000 271,250
Little Switzerland Inc.* . . . . . . . 115,000 618,125
Manufactured Home Communities Inc. . . 40,000 745,000
Men's Wearhouse Inc.* . . . . . . . . . 12,750 312,375
Michael's Stores Inc.* . . . . . . . . 74,000 3,001,625
NCI Building Systems Inc.* . . . . . . 15,000 281,250
Nautica Enterprises Inc.* . . . . . . . 35,000 1,015,000
Nine West Group Inc.* . . . . . . . . . 75,000 2,109,375
Oakwood Homes Corp. . . . . . . . . . . 80,000 1,900,000
Oasis Residential Inc. . . . . . . . . 20,000 467,500
Office Depot, Inc.* . . . . . . . . . . 35,009 866,473
Pep Boys-Manny, Moe & Jack . . . . . . 10,000 357,500
Perrigo Co.* . . . . . . . . . . . . . 20,000 270,000
PETsMART Inc.* . . . . . . . . . . . . 8,000 295,000
Pier 1 Imports Inc. . . . . . . . . . . 115,000 891,250
ROC Communities Inc. . . . . . . . . . 25,000 500,000
Redman Industries Inc.* . . . . . . . . 165,000 2,825,625
St. John Knits Inc. . . . . . . . . . . 5,000 152,500
Schuler Homes Inc.* . . . . . . . . . . 5,000 80,000
Sears Roebuck D'Mexico S.A. ADS* . . . 25,000 586,250
Spiegel, Inc. Class A . . . . . . . . . 25,000 371,875
Sportmart Inc.* . . . . . . . . . . . . 2,500 38,125
Sportmart Inc. Class A* . . . . . . . . 2,500 33,750
Sports & Recreation Inc.* . . . . . . . 60,000 1,695,000
Stein Mart Inc.* . . . . . . . . . . . 54,250 962,937
Sunglass Hut International Inc.* . . . 51,000 2,126,063
Talbots, Inc. . . . . . . . . . . . . . 50,000 1,737,500

</TABLE>

9
<PAGE> 309

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

COMPANY SHARES VALUE
- ----------------------------------------------------------------
<S> <C> <C>
Tandy Brands Accessories Inc.* . . . . 6,750 92,813
Tanger Factory Outlet Centers Inc. . . 18,000 405,000
Tiffany & Co. . . . . . . . . . . . . . 28,500 1,111,500
Urban Outfitters, Inc.* . . . . . . . . 18,000 544,500
Zale Corp.* . . . . . . . . . . . . . . 30,000 378,750
----------
58,971,769

CONSUMER GOODS & SERVICES - 8.49%
APS Holding Corp. Class A* . . . . . . 10,000 295,000
America Online Inc.* . . . . . . . . . 2,700 191,025
American Business Information Inc.* . . 5,000 86,875
Apple South Inc. . . . . . . . . . . . 77,062 1,252,257
Applebee's International, Inc. . . . . 25,000 459,375
Au Bon Pain Inc. Class A* . . . . . . . 15,000 292,500
Brinker International, Inc.* . . . . . 42,579 984,639
Catalina Marketing Corp.* . . . . . . . 27,000 1,373,625
Chart House Enterprises* . . . . . . . 50,000 468,750
DF&R Restaurants Inc.* . . . . . . . . 25,000 703,125
Dr. Pepper/Seven-Up Cos., Inc.* . . . . 40,000 1,015,000
Dreyer's Grand Ice Cream Inc. . . . . . 11,000 280,500
Eckerd (Jack) Corp.* . . . . . . . . . 60,000 1,860,000
El Chico Restaurants Inc.* . . . . . . 120,000 1,545,000
Equity Inns, Inc. . . . . . . . . . . . 30,000 315,000
Fresh Choice Inc.* . . . . . . . . . . 10,000 185,000
Good Times Restaurants Inc.* . . . . . 120,000 185,628
Hi-Lo Automotive, Inc.* . . . . . . . . 25,600 288,000
HomeTown Buffet, Inc.* . . . . . . . . 46,500 534,750
Host Marriott Corp. . . . . . . . . . . 10,000 106,250
IHOP Corp.* . . . . . . . . . . . . . . 130,000 3,607,500
INBRAND Corp.* . . . . . . . . . . . . 10,500 149,625
Interim Services Inc.* . . . . . . . . 15,000 371,250
J & J Snack Foods Corp.* . . . . . . . 15,000 174,375
Landry's Seafood Restaurants Inc.* . . 40,000 1,200,000
Lands' End Inc. . . . . . . . . . . . . 32,000 592,000
Lone Star Steakhouse & Saloon Inc.* . . 13,500 345,937
Marcus Corp. . . . . . . . . . . . . . 25,000 656,250
Marriott International Inc. 10,000 292,500
Maybelline Inc. . . . . . . . . . . . . 50,006 906,359
National Convenience Stores, Inc.* . . 10,000 77,500
Outback Steakhouse Inc.* . . . . . . . 105,000 3,241,875
Panamerican Beverages Inc. Class A . . 25,000 862,500
Papa Johns International Inc. . . . . . 2,500 80,000
Playtex Products Inc.* . . . . . . . . 100,000 912,500
Protection One Inc.* . . . . . . . . . 100,000 612,500
Quality Dining, Inc.* . . . . . . . . . 31,000 418,500
Service Corporation International . . . 50,000 1,331,250
Snapple Beverage Corp.* . . . . . . . . 1,000 14,000
Sonic Corp.* . . . . . . . . . . . . . 43,000 817,000
Spaghetti Warehouse, Inc.* . . . . . . 10,000 61,250
Staples, Inc.* . . . . . . . . . . . . 36,000 828,000
Starbucks Corp.* . . . . . . . . . . . 1,600 43,400
Stewart Enterprises, Inc. Class A . . . 32,250 778,031
Strouds Inc.* . . . . . . . . . . . . . 10,000 126,250
Sylvan Learning Systems, Inc.* . . . . 5,600 100,800
TRC Companies* . . . . . . . . . . . . 30,000 300,000
U.S. Delivery Systems Inc.* . . . . . . 14,000 218,750
Wall Street Deli Inc.* . . . . . . . . 7,500 90,000
Wendy's International, Inc. . . . . . . 130,000 1,917,500
Whole Foods Market Inc.* . . . . . . . 80,000 1,240,000
Williams-Sonoma Inc.* . . . . . . . . . 12,000 414,000
----------
35,203,701
ENERGY - 6.74%
Anadarko Petroleum Corp. . . . . . . . 12,500 610,938
Apache Corp. . . . . . . . . . . . . . 74,000 2,081,250
B.J. Services Co.* . . . . . . . . . . 14,500 295,437
Baker Hughes Inc. . . . . . . . . . . . 25,000 512,500
Barrett Resources Corp.* . . . . . . . 12,500 248,438
Basin Exploration Inc.* . . . . . . . . 35,000 437,500

</TABLE>

10
<PAGE> 310

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
COMPANY SHARES VALUE
- ---------------------------------------------------------------
<S> <C> <C>
Brown (Tom) Inc.*................... 115,000 1,473,437
Cabot Oil & Gas Corp.
Class A .......................... 85,000 1,572,500
Cairn Energy USA Inc.*.............. 50,000 387,500
Cross Timbers Oil Co. .............. 23,300 372,800
Energy Services Co., Inc.*.......... 22,500 326,250
Enron Oil & Gas Co. ................ 65,000 1,438,125
Geoworks*........................... 60,000 525,000
Hornbeck Offshore
Services Inc.*.................... 70,000 1,050,000
Hugoton Energy Corp.*............... 25,000 275,000
Landmark Graphics Corp.*............ 22,500 461,250
Mitchell Energy &
Development Corp.
Class B .......................... 30,000 540,000
Newfield Exploration Co.*........... 73,000 1,761,125
Noble Affiliates, Inc. ............. 80,000 2,400,000
Nuevo Energy Co.*................... 91,300 2,042,838
Oceaneering
International Inc.*............... 18,000 231,750
Offshore Logistics Inc.*............ 11,500 150,938
Offshore Pipelines Inc.*............ 62,500 1,273,438
Parker & Parsley
Petroleum Co. .................... 55,000 1,375,000
PetroCorp Inc.*..................... 20,000 220,000
Pogo Producing Co. ................. 75,000 1,678,125
San Juan Basin Royalty Trust ....... 65,800 501,725
Smith International, Inc.*.......... 50,000 837,500
Snyder Oil Corp. ................... 19,000 327,750
Stone Energy Corp.*................. 20,000 357,500
Tidewater, Inc. .................... 20,000 457,500
Tuboscope Vetco
International Corp.*.............. 25,000 159,375
Weatherford
International Inc.*............... 135,000 1,535,625
----------
27,918,114

FINANCIAL SERVICES - 11.37%
ACE Limited ........................ 50,000 1,137,500
ADVANTA Corp. Class A .............. 7,500 213,750
ADVANTA Corp. Class B .............. 6,750 177,187
Alex Brown, Inc. ................... 6,500 179,563
Alliance Capital
Management, L.P. ................ 110,000 2,310,000
American RE Corp.*.................. 39,000 1,145,625
Avalon Properties, Inc. ............ 20,000 390,000
Bay Apartment
Community, Inc. .................. 20,000 390,000
Beacon Properties Corp. ............ 10,000 188,750
Bear Stearns Cos., Inc. ............ 4,663 75,774
Berkley (W.R.) Corp. ............... 10,000 362,500
Blanch (E.W.) Holdings Inc. ........ 10,000 203,750
CCP Insurance Inc. ................. 10,000 155,000
CFI ProServices Inc.*............... 25,000 345,312
CMAC Investment Corp. .............. 24,400 671,000
Camden Property Trust SBI .......... 30,000 637,500
Capital Guaranty Corp. ............. 30,000 453,750
Capital RE Corp. ................... 30,000 660,000
Chateau Properties, Inc. ........... 15,300 306,000
Concord Holding Corp.*.............. 15,000 127,500
Cresent Real Estate
Equities Inc. .................... 20,300 548,100
Eaton Vance Corp. .................. 13,000 411,125
Enhance Financial Services
Group, Inc. ...................... 30,000 543,750
Equifax, Inc. ...................... 41,500 1,208,688
Equity Residential Properties
Trust SBI ........................ 20,000 597,500
Europe Fund Inc. ................... 60,000 720,000
Evan Withycombe
Residential Inc. ................. 5,000 98,750
Exel Limited ....................... 10,500 413,438
Factory Stores of
America Inc. ..................... 30,000 622,500
First Colony Corp. ................ 10,000 200,000
First Financial
Management Corp. ................. 11,000 616,000
First Industrial Realty
Trust Inc.*....................... 10,000 195,000
Franklin Resources, Inc. ........... 32,000 1,308,000
</TABLE>

11
<PAGE> 311

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
COMPANY SHARES VALUE
- -----------------------------------------------------------------
<S> <C> <C>
Gables Residential Trust SBI ...... 25,000 537,500
Gallagher (Arthur J.) & Co. ....... 10,000 327,500
Guaranty National Corp. ........... 35,000 586,250
HCC Insurance Holdings Inc.* ...... 22,000 437,250
Hibernia Corp. Class A ............ 15,000 120,000
Highwoods Properties Inc.* ........ 5,000 103,125
Hilb, Rogal & Hamilton Co. ........ 53,000 629,375
Horace Mann Educators Corp. ....... 50,000 1,081,250
Horizon Outlet Centers, Inc. ...... 17,500 411,250
Insignia Financial Group Inc.
Class A* ........................ 25,000 493,750
Insurance Auto Auctions Inc.* ..... 29,500 951,375
KBK Capital Corp.* ................ 133,000 897,750
Latin America Equity Fund Inc. .... 18,000 418,500
Liberty Property Trust SBI* ....... 10,000 190,000
Life Partners Group Inc. .......... 65,000 1,413,750
Life RE Co. ....................... 12,500 228,125
MBIA, Inc. ........................ 23,000 1,244,875
MBNA Corp. ........................ 15,000 401,250
Mercer International Inc. SBI* .... 50,000 731,250
Mexico Fund Inc. .................. 45,016 1,412,377
Mid-America Apartment
Communities, Inc. ............... 25,400 631,825
Mid Ocean Ltd.* ................... 10,000 240,000
NAC Re Corp. ...................... 30,050 777,544
National Golf Properties Inc. ..... 15,000 300,000
National RE Corp. ................. 48,000 1,176,000
Oppenheimer Capital, L.P. ......... 50,000 1,106,250
PXRE Corp. ........................ 15,000 369,375
PartnerRe Holdings Ltd. ........... 60,000 1,215,000
Paul Revere Corp. (The) ........... 30,000 442,500
Philadelphia Consolidated
Holding Corp.* ................. 75,000 1,012,500
Policy Management
Systems Corp.* .................. 2,300 108,100
Post Properties Inc. .............. 11,100 326,062
Price, T. Rowe &
Associates, Inc. ................ 56,000 1,918,000
Property Trust America SBI ........ 20,000 322,500
Prophet 21 Inc.* .................. 40,000 240,000
RFS Hotel Investors Inc. .......... 10,000 155,000
Raymond James Financial, Inc. ..... 84,750 1,271,250
Regency Realty Corp. .............. 70,300 1,116,013
SEI Corp. ......................... 18,000 378,000
Security Capital Industrial
Trust SBI ....................... 15,000 228,750
Storage USA Inc. .................. 10,400 261,300
SunAmerica Inc. ................... 7,000 272,125
Texas Regional Bancshares Inc.
Class A ......................... 5,000 61,250
Transatlantic Holdings Inc. ....... 17,000 864,875
Transnational Re Corp.
Class A* ........................ 1,000 19,750
UNUM Corp. ........................ 27,500 1,261,562
Vornado Realty Trust .............. 25,000 787,500
Winston Hotels Inc. ............... 5,300 51,675
-----------
47,144,520
HEALTH CARE - 11.45%
ALZA Corp.* ....................... 14,600 259,150
Abbey Healthcare Group Inc.* ...... 60,000 1,335,000
Apogee Inc.* ...................... 5,000 83,750
Applied Bioscience
International Inc.* ............. 40,000 220,000
Arbor Health Care Co.* ............ 3,000 63,000
Benson Eyecare Corp.* ............. 20,000 142,500
Beverly Enterprises Inc.* ......... 25,000 378,125
Bioject Medical
Technologies Inc.* .............. 20,000 61,250
Bollinger Industries, Inc.* ....... 90,000 1,260,000
Cardinal Health Inc. .............. 3,750 175,312
Caremark International Inc. ....... 70,000 1,522,500
Centocor, Inc.* ................... 29,000 512,938
Cerner Corp.* ..................... 20,000 815,000
</TABLE>

12
<PAGE> 312
Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
COMPANY SHARES VALUE
- ---------------------------------------------------------------
<S> <C> <C>
Chiron Corp.* ....................... 5,000 336,875
Chronimed Inc.* ..................... 69,000 862,500
Cor Therapeutics Inc.*............... 10,000 130,000
Cordis Corp.* ....................... 28,000 1,613,500
CorVel Corp.* ....................... 20,000 435,000
Diagnostek Inc.*..................... 80,000 1,260,000
Elan Corp. PLC-ADR* ................. 5,250 193,594
Express Scripts Inc.
Class A* .......................... 25,000 843,750
Forest Laboratories Inc.*............ 10,000 460,000
Genzyme Corp.* ...................... 1,000 32,750
GranCare Inc.* ...................... 20,000 310,000
Gulf South Medical
Supply, Inc.* ..................... 10,000 315,000
Haemonetics Corp.* .................. 15,000 300,000
Health Care &
Retirement Corp.*.................. 57,100 1,534,563
Health Management Assoc., Inc.
Class A* .......................... 16,875 438,750
Health Management
Systems Inc.* ..................... 20,000 567,500
Heart Technology Inc.*............... 1,000 23,875
Horizon Healthcare Corp.* ........... 85,000 2,348,125
IVAX Corp. .......................... 22,000 420,750
Integrated Health
Services Inc.* .................... 2,000 81,500
Isolyser Co., Inc.* ................. 700 13,475
KLA Instruments Corp.* .............. 15,000 791,250
Living Centers of
America Inc.* ..................... 41,500 1,250,187
Manor Care, Inc. .................... 37,500 1,031,250
Mariner Health Group Inc.* .......... 43,500 984,188
Maxicare Health Plans Inc.* ......... 125,000 1,953,125
MAXXIM Medical Inc.* ................ 30,000 390,000
Medtronic, Inc....................... 26,000 1,355,250
Multicare Cos., Inc.* ............... 50,000 1,031,250
Mylan Labs Inc....................... 85,000 2,380,000
North American
Vaccine Inc.* ..................... 25,000 275,000
NovaCare Inc.* ...................... 65,200 652,000
Orphan Medical Inc.* ................ 6,900 30,187
Oxford Health Plans Inc.* ........... 5,000 410,000
PacifiCare Health
System, Inc.* .................... 5,000 372,500
Patterson Dental Inc.* .............. 28,500 541,500
PhyCor Inc.* ........................ 3,500 119,875
Physicians Health Services Inc.
Class A* .......................... 7,500 193,125
Pyxis Corp.* ........................ 60,000 1,155,000
Quantum Health
Resources Inc.*.................... 7,000 257,250
REN Corp.-USA* ...................... 10,000 125,000
Renal Treatment
Centers Inc.*...................... 15,000 288,750
Rite-Aid Corp. 50,000 1,200,000
Rotech Medical Corp.* ............... 36,000 936,000
Rural/Metro Corp.* .................. 15,000 315,000
Scherer (R.P.) Corp.*................ 22,000 981,750
SciMed Life Systems Inc.*............ 3,500 167,125
Sierra Health Services Inc.*......... 35,000 1,137,500
Steris Corp.* ....................... 14,000 390,250
Stryker Corp. ....................... 6,100 208,925
Summit Care Corp.* .................. 40,000 635,000
Surgical Care Affiliates, Inc........ 31,000 608,375
Syncor International Corp.*.......... 1,500 12,562
Target Therapeutics Inc.* ........... 8,500 269,875
Tecnol Medical
Products, Inc.* ................... 62,500 1,000,000
TheraTx Inc.* ....................... 50,000 931,250
Vencor Inc.* ........................ 8,437 252,070
Ventritex Inc.* ..................... 33,300 865,800
Vivra Inc.* ......................... 65,000 1,836,250
Watson Pharmaceuticals Inc.*......... 30,000 789,375
----------
47,473,826

INDUSTRIAL - 5.99%
Acordia Inc.......................... 15,000 423,750
Alantec Corp.* ...................... 7,500 135,000
Applied Materials Inc.*.............. 55,000 2,860,000
</TABLE>

13
<PAGE> 313
Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
COMPANY SHARES VALUE
- ---------------------------------------------------------------
<S> <C> <C>
Biomedical Waste System, Inc.*......... 175,000 273,438
BioWhittaker, Inc. .................... 73,000 520,125
Birmingham Steel Corp.................. 15,000 388,125
Coastcast Corp.*....................... 5,000 93,125
Cognex Corp.* ......................... 42,000 1,029,000
Collins & Aikman Corp.*................ 50,000 443,750
Deflecta-Shield Corp.* ................ 5,000 47,500
Digital Biometrics, Inc.*.............. 11,000 82,500
GNI Group, Inc.*....................... 125,000 609,375
GTECH Holdings Corp.*.................. 10,000 197,500
Hayes Wheels International Inc......... 80,000 1,880,000
Huaneng Power International Inc. ADS* 75,000 1,387,500
IMCO Recycling Inc.* .................. 48,500 703,250
Intergold Ltd.*........................ 100,000 277,000
Johnstown America Industries Inc.*..... 15,000 296,250
Landair Services, Inc.*................ 1,300 27,625
Mallinckrodt Group, Inc................ 6,000 182,250
Measurex Corp.......................... 10,500 227,062
Olympic Steel Inc.*.................... 75,000 1,106,250
Pall Corp.............................. 6,666 120,821
Parametric Technology Corp.*........... 70,000 2,520,000
Revco D.S. Inc.*....................... 127,454 2,851,783
Stant Corp............................. 66,000 750,750
Stewart & Stevenson Services Inc....... 35,000 1,347,500
Tetra Tech, Inc.*...................... 12,500 237,500
Triconex Corp.*........................ 88,800 1,332,000
Wausau Paper Mills Co.................. 21,777 500,871
Webco Industries Inc.*................. 10,000 77,500
Wheelabrator Technologies, Inc......... 100,000 1,387,500
Willamette Industries Inc.............. 11,000 511,500
----------
24,828,100

MEDIA & LEISURE - 4.79%
Acclaim Entertainment, Inc.*........... 60,000 1,042,500
Aldila Inc.*........................... 2,000 26,000
American Classic Voyager Co............ 10,000 175,000
American Recreation Co. Holdings, Inc.* 25,000 193,750
Bally Gaming International Inc.*....... 20,000 227,500
Barnes & Noble Inc.*................... 11,000 312,125
Callaway Golf Co....................... 26,000 994,500
Circus Circus Enterprises Inc.*........ 5,050 112,362
Clear Channel Communications Inc.*..... 30,075 1,515,028
Cobra Golf Inc.*....................... 32,000 1,192,000
DSC Communications, Corp.*............. 7,500 230,625
Doubletree Corp.*...................... 2,500 51,875
E-Z Communications Inc. Class A*....... 10,000 130,000
Gaylord Entertainment Co. Class A...... 26,000 510,250
Grupo Radio Centro S.A. ADS............ 25,000 421,875
Hollywood Entertainment Corp.*......... 7,500 240,000
Integrity Music Inc. Class A* ......... 110,000 1,127,500
LodgeNet Entertainment Corp.* ......... 5,000 36,250
Marvel Entertainment Group Inc.*....... 9,198 167,864
Mecklermedia Corp.*.................... 60,000 315,000
NFO Research Inc.*..................... 30,000 517,500
Players International Inc.*............ 100,000 2,250,000
Primadonna Resorts Inc.*............... 41,000 1,301,750
Radica Games Ltd.*..................... 20,000 113,750
</TABLE>

14
<PAGE> 314

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
COMPANY SHARES VALUE
- --------------------------------------------------------------------------
<S> <C> <C>
Reader's Digest Association Inc. Class A...... 20,000 877,500
Royal Caribbean Cruises Ltd. ................. 40,000 1,190,000
SFX Broadcasting Inc. Class A*................ 40,000 680,000
Scholastic Corp.*............................. 32,500 1,482,812
Sodak Gaming Inc.*............................ 41,500 575,813
StarSight Telecast Inc.*...................... 3,000 33,750
Station Casinos Inc.*......................... 65,000 845,000
United International Holdings Inc. Class A*... 6,400 100,800
West Marine, Inc.*............................ 40,000 880,000
----------
19,870,679
TECHNOLOGY-RELATED - 11.92%
Aspen Technology Inc.*........................ 5,000 85,000
Asyst Technologies Inc.*...................... 15,000 251,250
Atmel Corp.*.................................. 60,000 2,212,500
BancTec, Inc.*................................ 55,000 1,100,000
Bay Networks Inc.*............................ 50,000 1,265,625
Cirrus Logic Inc.*............................ 40,000 1,150,000
Credence Systems Corp.*....................... 120,000 3,060,000
EPIC Design Technology Inc.*.................. 500 11,062
Electroglas Inc.*............................. 111,000 4,412,250
Exar Corp.*................................... 96,000 2,016,000
Frame Technology Corp.*....................... 2,500 36,250
Indigo N.V.*.................................. 65,000 1,088,750
Integrated Circuit Systems Inc.*.............. 42,500 425,000
LAM Research Corp.*........................... 100,000 4,500,000
Level One Communications Inc.*................ 4,500 81,000
Loronix Information Systems Inc.*............. 255,000 1,593,750
Mattson Technology Inc.*...................... 2,000 42,000
Maxim Integrated Products Inc.*............... 27,000 1,809,000
Megatest Corp.*............................... 120,000 1,800,000
Micron Technology Inc. ....................... 85,000 3,368,125
Micropolis*................................... 96,500 772,000
Novellus Systems, Inc.*....................... 70,000 3,815,000
PRI Automation Inc.*.......................... 10,000 152,500
Radius, Inc.*................................. 2,500 24,375
Sensormatic Electronics Corp. ................ 2,250 84,656
7th Level Inc.*............................... 40,000 410,000
Sierra On-Line Inc.*.......................... 25,000 600,000
Softdesk Inc.*................................ 35,000 695,625
S3 Inc.*...................................... 15,000 212,812
Tektronix, Inc. .............................. 2,000 76,000
Tencor Instruments*........................... 120,000 5,280,000
Teradyne Inc.*................................ 115,000 3,780,625
Ultratech Stepper Inc.*....................... 15,000 588,750
Varian Associates, Inc. ...................... 18,000 666,000
Western Digital Corp.*........................ 25,000 425,000
Xilinx Inc.*.................................. 25,900 1,505,438
----------
49,396,343
TELECOMMUNICATIONS - 5.75%
ACC Corp. .................................... 12,000 201,000
ALC Communications Corp.*..................... 10,000 378,750
Adflex Solutions Inc.*........................ 10,000 200,000
ANTEC Corp.*.................................. 1,000 28,500
Applied Digital Access Inc.*.................. 5,000 123,750
BroadBand Technologies Inc.*.................. 15,000 388,125
Cabletron Systems, Inc.*...................... 17,500 879,375
Centigram Communications Corp.*............... 2,000 38,000
Chipcom Corp.*................................ 3,000 180,750
CIDCO Inc.*................................... 15,200 465,500
Communications Center, Inc.*.................. 15,000 225,000
DigiDesign Inc.*.............................. 1,000 28,500
General Instrument Corp.*..................... 16,000 536,000
Gilat Satellite Networks Ltd.*................ 2,500 35,625
</TABLE>

15
<PAGE> 315

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

Continued

<TABLE>
<CAPTION>
COMPANY SHARES VALUE
- ------------------------------------------------------------------
<S> <C> <C>
Harte-Hanks
Communications Inc.*............... 50,000 956,250
Heftel Broadcasting
Corp. Class A*..................... 125,000 1,796,875
IDB Communications
Group Inc.*........................ 135,075 1,249,444
International Cabletel Inc.*......... 20,000 620,000
LDDS Communications, Inc.*........... 63,582 1,494,177
MFS Communications
Co., Inc.*......................... 11,200 414,400
Metrocall Inc.*...................... 41,000 686,750
Mobile Telecommunications
Technologies Corp.*................ 30,000 596,250
Octel Communications Corp.*.......... 20,000 432,500
Paging Network Inc.*................. 3,750 126,562
ParcPlace Systems, Inc.*............. 6,000 120,000
Pittencrieff
Communications Inc.*............... 5,000 45,938
ProNet Inc.*......................... 40,000 640,000
QUALCOMM Inc.*....................... 5,000 147,500
Scientific-Atlanta Inc. ............. 8,000 173,000
Sonic Solutions*..................... 10,000 138,750
Stanford
Telecommunications Inc.*........... 11,000 211,750
Tellabs, Inc.*....................... 94,500 4,606,875
Telular Corp.*....................... 5,000 48,750
Transaction Network
Services, Inc.*.................... 15,000 196,875
U.S. Robotics Inc.*.................. 115,000 4,628,750
VeriFone Inc.*....................... 25,000 562,500
Zoom Telephonics, Inc.*.............. 30,000 210,000
-----------
23,812,771
TRANSPORTATION - 1.92%
Alaska Air Group, Inc.*.............. 25,000 437,500
Atlantic Southeast
Airlines Inc. ..................... 65,000 1,137,500
Comair Holdings, Inc. ............... 57,300 1,246,275
Continental Airlines, Inc.
Class B* .......................... 20,000 330,000
Frontier Airlines, Inc.*............. 50,000 187,500
Greenbrier Cos., Inc.*............... 20,000 385,000
Heartland Express, Inc.*............. 2,500 73,750
Mesa Airlines Inc.*.................. 135,000 1,096,875
Northwest Airlines Corp.*............ 65,000 1,365,000
Rollins Truck Leasing Corp. ......... 22,500 264,375
SkyWest Inc. ........................ 30,000 615,000
Southwest Airlines Co. .............. 35,000 826,875
-----------
7,965,650
-----------
TOTAL COMMON STOCKS
(Cost $296,236,828) ................. 407,613,391

STOCK WARRANTS - 0.01% WARRANTS
----------
CONSUMER GOODS & SERVICES - 0.01%
Good Times
Restaurants Inc.*(A) ..............
(Cost $50,148)....................... 60,000 22,500

SHORT-TERM FACE
OBLIGATIONS - 2.29% AMOUNT
----------
COMMERCIAL PAPER - 0.97%
FINANCIAL SERVICES - 0.34%
General Electric
Capital Corp.
4.750% due 11/03/94 ................. $1,400,000 1,399,631

TELECOMMUNICATIONS - 0.63%
Motorola Inc.
4.770% to 4.800% due
11/02/94 to 11/08/94 ............ 2,630,000 2,628,370
----------
TOTAL COMMERCIAL PAPER
(Cost $4,028,001) ................... 4,028,001
</TABLE>

16
<PAGE> 316
Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF NET ASSETS

See Notes to Financial Statements.

Continued

<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ------------------------------------------------------------------
<S> <C> <C>
REPURCHASE
AGREEMENT - 1.32%
Lehman Brothers 4.830% due
11/01/94 (dated 10/31/94).
Collateralized by
$5,567,160 value, Federal
Home Loan Mortgage
Corporation ARM
4.823% due 06/01/24.
(Cost and repurchase
proceeds $5,458,732).............. 5,458,000 5,458,732
------------

TOTAL SHORT-TERM
OBLIGATIONS
(Cost $9,486,733)................... 9,486,733
------------
TOTAL INVESTMENTS - 100.64%
(Cost $305,773,709)................. 417,122,624
------------
CASH AND OTHER ASSETS,
LESS LIABILITIES - (0.64)%........ (2,634,977)
------------

NET ASSETS, at value,
equivalent to $26.82 per
share for 4,886,971 Class A
Shares ($.01 par value)
of capital stock outstanding
and $26.04 per share for
10,883,600 Class B
Shares ($.01 par value)
of capital stock
outstanding - 100.00%............. $414,487,647
============
</TABLE>

(A) Each warrant entitles the holder to purchase one common share at an
exercise price of $3.50 and will expire 06/15/95.
* Non-income producing.

See Notes to Financial Statements.

17
<PAGE> 317
Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS

STATEMENT OF OPERATIONS
Year Ended October 31, 1994

<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends........................... $ 2,182,020
Interest............................ 451,229
-----------
2,633,249

EXPENSES
Distribution expenses
(see Note D)...................... $2,775,578
Management fees..................... 2,706,438
Transfer agent fees................. 822,733
Administrative service fees......... 222,044
Shareholder reports................. 153,995
Registration fees................... 147,818
Custodian fees...................... 122,773
Audit and legal fees................ 51,246
Directors' fees and expenses........ 26,635
Miscellaneous....................... 43,714 7,072,974
---------- -----------
NET INVESTMENT LOSS (4,439,725)

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments.... (8,817,307)
Net change in unrealized
appreciation of investments....... 27,047,214
-----------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS............... 18,229,907
-----------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................... $13,790,182
===========
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
---------------------------
1994 1993
------------ ------------
<S> <C> <C>
OPERATIONS
Net investment loss................. $ (4,439,725) $ (2,920,334)
Net realized loss on investments.... (8,817,307) (4,446,420)
Net change in unrealized
appreciation of investments....... 27,047,214 55,194,255
------------ ------------
Increase in net assets resulting
from operations................... 13,790,182 47,827,501

CAPITAL SHARE TRANSACTIONS
Increase in capital shares
outstanding....................... 99,950,356 119,859,803
------------ ------------
Increase in net assets.............. 113,740,538 167,687,304

NET ASSETS
Beginning of year................... 300,747,109 133,059,805
------------ ------------
End of year......................... $414,487,647 $300,747,109
============ ============
</TABLE>

See Notes to Financial Statements.

18
<PAGE> 318

FINANCIAL HIGHLIGHTS

CLASS A SHARES CLASS B SHARES
------------------------------ -----------------------------------------------------
FROM
AUGUST 22,
YEAR ENDED OCTOBER 31, 1991 TO YEAR ENDED OCTOBER 31,
------------------------------ OCTOBER 31, ----------------------------------------------------
1994 1993 1992 1991(2) 1994 1993 1992 1991 1990
-------- ------- ------- ----------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a share
outstanding during
each period.(1)
Net asset value, beginning
of period................... $ 25.89 $ 20.60 $ 19.26 $ 18.12 $ 25.33 $ 20.34 $ 19.22 $ 11.06 $ 12.76

INCOME FROM
INVESTMENT OPERATIONS
Net investment loss .......... (0.18) (0.16) (0.20) (0.03) (0.36) (0.36) (0.38) (0.30) (0.22)
Net realized and unrealized
gain (loss) on investments.. 1.11 5.45 1.60 1.17 1.07 5.35 1.56 8.46 (1.26)
-------- ------- ------- ------- -------- -------- ------- ------- -------
Total from Investment
Operations ............... 0.93 5.29 1.40 1.14 0.71 4.99 1.18 8.16 (1.48)

LESS DISTRIBUTIONS
Distribution from
realized gains ............. - - (0.06) - - - (0.06) - (0.22)
-------- ------- ------- ------- -------- -------- ------- ------- -------
Net asset value,
end of period .............. $ 26.82 $ 25.89 $ 20.60 $ 19.26 $ 26.04 $ 25.33 $ 20.34 $ 19.22 $ 11.06
======== ======= ======= ======= ======== ======== ======= ======= =======
TOTAL RETURN(3)............... 3.59% 25.68% 7.32% 6.29% 2.80% 24.53% 6.19% 73.78% (11.82)%
======== ======= ======= ======= ======== ======== ======= ======= =======
RATIOS AND
SUPPLEMENTAL DATA
Ratio of expenses to average
net assets ................. 1.44% 1.40% 1.67% 0.33% 2.19% 2.28% 2.64% 2.85% 3.11%
Ratio of net investment loss
to average net assets ...... (0.71)% (0.70)% (1.03)% (0.15)% (1.46)% (1.58)% (1.99)% (1.83)% (1.64)%
Portfolio turnover ........... 25% 29% 48% 66% 25% 29% 48% 66% 82%
Net Assets, end of period
(in thousands).............. $131,053 $81,263 $46,137 $38,859 $283,435 $219,484 $86,923 $52,743 $11,668

</TABLE>

(1) Per share information has been calculated using the average number of
shares outstanding.
(2) Financial highlights, including total return, have not been annualized.
Portfolio turnover is for the year ended October 31, 1991.
(3) Total return does not include the effect of the initial sales charge for
Class A Shares nor the contingent deferred sales charge for Class B Shares.

See Notes to Financial Statements.

<PAGE> 319
Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

NOTES TO FINANCIAL STATEMENTS

October 31, 1994

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Transamerica Emerging Growth Fund (the "Fun"'), formerly Transamerica
Special Emerging Growth Fund, is one of the series of the Issuer. The Fund made
its initial offering of shares to the public on October 26, 1987 and presently
offers two classes of shares. Class A Shares are subject to an initial sales
charge and a 12b-1 distribution plan. Class B Shares are subject to a
contingent deferred sales charge and a separate 12b-l distribution plan. The
following is a summary of significant accounting policies consistently
followed by the Fund.

(1) Securities traded on stock exchanges or in the over-the-counter
market are valued at the last sale price on the primary exchange or market on
which such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any sales, at the mean between the most
recent closing bid and asked prices. All securities initially expressed in
terms of foreign currencies are translated into U.S. dollar equivalents based
on quoted exchange rates as of the close of the NYSE. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Issuer's Board of Directors. Short-term
investments are valued at amortized cost (original cost plus amortized discount
or accrued interest).

(2) Security transactions are accounted for on the trade date. Dividend
income is recorded on the ex-dividend date. Interest income on investments is
accrued daily. Realized gains and losses from security transactions are
determined on the basis of identified cost for both financial reporting and
federal income tax purposes. The Fund does not report separately the gain or
loss resulting from changes in foreign exchange rates on investments from
changes in market prices of securities held. Such fluctuations are included
with net realized and unrealized gains or losses from investments.

(3) Dividends and other distributions are recorded by the Fund on the
ex-dividend date and may be reinvested at net asset value. Income and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles.

(4) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code. At October 31, 1994, the Fund had a realized capital loss
carryforward of approximately $17,163,000 which will expire as follows:
$1,478,000 - 1995, $117,000 - 1997, $2,304,000 - 2000, $4,447,000 - 2001 and
$8,817,000 - 2002. The amount of capital loss carryforward utilized in any one
year may be limited.

(5) The Fund reports custodian fees net of credits and charges
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle portfolio transactions. For the year ended
October 31, 1994, these amounts were $5,575 and $34,039, respectively.

(6) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.

NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund's management fee is paid monthly to Transamerica Fund Management
Company (the "Investment Adviser"). The management fee is calculated
monthly on the average daily net assets of the Fund at an annual rate of 0.75%.
At October 31, 1994, the management fee payable to the Investment Adviser was
$254,623.

The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended October
31, 1994, the Fund paid or accrued $192,019 to the Investment Adviser for these
services, of which $14,798 was payable at October 31, 1994.

20
<PAGE> 320

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

NOTES TO FINANCIAL STATEMENTS
Continued

NOTE B (Continued)

During the year ended October 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of the Investment Adviser, as the
principal underwriter, retained $65,421 as its portion of the commissions
charged on sales of Class A Shares of the Fund. At October 31, 1994,
receivables from and payables to the Distributor for Fund share transactions
were $453,568 and $245,546, respectively.

The Fund paid no compensation directly to any officer. Certain officers
and a director of the Issuer are affiliated with the Investment Adviser.

During the year ended October 31, 1994, the Fund paid legal fees of
$12,379 to Baker & Botts. A partner with Baker & Botts is an officer of the
Issuer.

NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES

During the year ended October 31, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $171,536,375 and
$86,559,288, respectively. At October 31, 1994, receivables from and payables
to brokers for securities sold and purchased were $540,746 and $2,843,926,
respectively.

NOTE D - PLAN OF DISTRIBUTION

The Class A Plan and the Class B Plan permit each class to make
payments to the Distributor up to 0.25% annually of average daily net assets
for certain distribution costs such as service fees paid to dealers, production
and distribution of prospectuses to prospective investors, services provided to
new and existing shareholders and other distribution related activities.
During the year ended October 31, 1994, Class A and Class B made payments to
the Distributor of $277,671 or 0.25% and $639,690 or 0.25%, respectively,
related to the above activities.

The Class B Plan also permits Class B to reimburse the Distributor up
to 0.75% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors,
on the sale of Class B Shares. These costs are based upon a commission payment
charge of 5% of the value of Class B Shares sold (excluding shares acquired
through reinvestment), reduced by the amount of contingent deferred sales
charges (CDSC) that have been received by the Distributor on redemptions of
Class B Shares. These costs also include a charge of interest (carrying charge)
at an annual rate of 1% over the prevailing prime rate to the extent cumulative
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the
year ended October 31, 1994, Class B reimbursed the Distributor $1,858,217 or
0.75% for such costs. For the year ended October 31, 1994, the Distributor
received $382,553 in CDSC. At October 31, 1994, the balance of unrecovered
costs was $10,122,481.

At October 31, 1994, Class A had $60,704 and Class B had $314,192
payable to the Distributor pursuant to the above distribution plans.

21
<PAGE> 321

Transamerica Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

NOTES TO FINANCIAL STATEMENTS

Continued

NOTE E - CAPITAL AND RELATED TRANSACTIONS

A summary of capital stock transactions follows:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
-----------------------------------------------------------
1994 1993
--------------------------- ---------------------------
SHARES DOLLARS SHARES DOLLARS
---------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
Shares sold - Class A ....................... 4,169,752 $ 107,936,683 2,776,240 $ 63,777,110
Shares sold - Class B ....................... 10,731,824 265,135,236 11,557,712 262,430,256
Shares redeemed - Class A ................... (2,421,719) (62,106,008) (1,876,824) (43,383,203)
Shares redeemed - Class B ................... (8,513,937) (211,015,555) (7,165,167) (162,964,360)
---------- ------------- ---------- -------------
Net increase in capital shares outstanding .... 3,965,920 $ 99,950,356 5,291,961 $ 119,859,803
========== ============= ========== =============
</TABLE>

The components of net assets at October 31, 1994, are as follows:

<TABLE>
<S> <C>
Capital paid-in (125,000,000 shares authorized) ............................................. $320,301,854
Accumulated net realized loss on investments ................................................ (17,163,122)
Net unrealized appreciation of investments .................................................. 111,348,915
------------
NET ASSETS .................................................................................. $414,487,647
============
</TABLE>

22
<PAGE> 322

John Hancock Emerging Growth Fund
(effective December 22, 1994, John Hancock Emerging Growth Fund)

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
John Hancock Emerging Growth Fund,
a series of John Hancock Series, Inc.

We have audited the accompanying statement of net assets of John Hancock
Emerging Growth Fund (formerly Transamerica Emerging Growth Fund), a series
of John Hancock Series, Inc. (formerly Transamerica Series, Inc.), as of
October 31, 1994, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
indicated therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of John Hancock Emerging Growth Fund, a series of John Hancock
Series, Inc., at October 31, 1994, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the indicated
periods, in conformity with generally accepted accounting principles.

Ernst & Young LLP

Houston, Texas
December 2, 1994, except as to Note F
as to which the date is January 25, 1995.

23
<PAGE> 323

JOHN HANCOCK SERIES, INC.

PART C.

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements included in the Registration Statement:

John Hancock Emerging Growth Fund
John Hancock High Yield Tax-Free Fund
John Hancock High Yield Bond Fund
John Hancock Money Market Fund B
John Hancock Global Resources Fund
John Hancock Government Income Fund

Statement of Assets and Liabilities as of October 31, 1994.
Statement of Operations for the year ended October 31, 1994
Statement of Changes in Net Assets for the years ended October 31, 1993
and 1994.
Notes to Financial Statements.
Financial Highlights.
Schedule of Investments as of October 31, 1994.

(b) Exhibits:

The exhibits to this Registration Statement are listed in the Exhibit
Index hereto and are incorporated herein by reference.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

No person is directly or indirectly controlled by or under common
control with Registrant.

<TABLE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of April 6, 1995, the number of record holders of shares of
Registrant was as follows:

<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
<S> <C>
John Hancock Emerging Growth Fund
Class A Shares - 11,500
Class B Shares - 26,211

John Hancock High Yield Tax-Free Fund
Class A Shares 547
Class B Shares 4,335
</TABLE>

C-1
<PAGE> 324

<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
<S> <C>
John Hancock High Yield Bond Fund
Class A Shares 788
Class B Shares 9,392

John Hancock Money Market Fund B
Class B Shares 4,522

John Hancock Global Resources Fund
Class A Shares 380
Class B Shares 5,001

John Hancock Government Income Fund
Class A Shares 41
Class B Shares 12,330
</TABLE>

ITEM 27. INDEMNIFICATION

(a) Indemnification provisions relating to the Registrant's Directors,
officers, employees and agents is set forth in Article V of the Registrant's By
Laws included as Exhibit 2 herein.

(b) Under Section 12 of the Distribution Agreement, John Hancock
Funds, Inc. ("John Hancock Funds" ) has agreed to indemnify the Registrant
and its Directors, officers and controlling persons against claims arising out
of certain acts and statements of John Hancock Funds.

Section 9(a) of the By-Laws of the John Hancock Mutual Life Insurance
Company (" the "Insurance Company") provides, in effect, that the Insurance
Company will, subject to limitations of law, indemnify each present and former
director, officer and employee of the of the Insurance Company who serves as a
Directors or officer of the Registrant at the direction or request of the
Insurance Company against litigation expenses and liabilities incurred while
acting as such, except that such indemnification does not cover any expense or
liability incurred or imposed in connection with any matter as to which such
person shall be finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of the Insurance
Company. In addition, no such person will be indemnified by the Insurance
Company in respect of any liability or expense incurred in connection with any
matter settled without final adjudication unless such settlement shall have
been approved as in the best interests of the Insurance Company either by vote
of the Board of Directors at a meeting composed of directors who have no
interest in the outcome of such vote, or by vote of the policyholders. The
Insurance Company may pay expenses incurred in defending an action or claim in
advance of its final disposition, but only upon receipt of an undertaking by
the person indemnified to repay such payment if he should be determined to be
entitled to indemnification.

C-2
<PAGE> 325

Article IX of the respective By-Laws of John Hancock Funds and John
Hancock Advisers, Inc. (the "Adviser") provide as follows:

"Section 9.01. Indemnity: Any person made or threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was at any time since the
inception of the Corporation a 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 Directors, officers and controlling persons of
the Registrant pursuant to the Registrant's Amended and Restated Articles of
Incorporation and By-Laws, the Distribution Agreement, the 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
Directors, officer or controlling person in connection with the securities
being registered, theRegistrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
-----------------------------------------------------

For information as to the business, profession, vocation or employment
of a substantial nature of each of the officers and Directors of the Adviser,
reference is made to Form ADV (801- 8124) filed under the Investment Advisers
Act of 1940, which is incorporated herein by reference.

ITEM 29. 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

C-3

<PAGE> 326

Hancock Bond Fund, John Hancock Capital Growth Fund, John Hancock Current
Interest, John Hancock Series, Inc., John Hancock Tax- Free Bond Fund, John
Hancock California Tax-Free Income Fund, John Hancock Capital Series, John
Hancock Limited-Term Government Fund, John Hancock Tax-Exempt Income Fund, John
Hancock Sovereign Investors Fund, Inc., John Hancock Cash Management Fund, John
Hancock Special Equities Fund, John Hancock Sovereign Bond Fund, John Hancock
Tax-Exempt Series, John Hancock Strategic Series, John Hancock Technology
Series, Inc., John Hancock World Fund, John Hancock Investment Trust, John
Hancock Institutional Series Trust, Freedom Investment Trust, Freedom
Investment Trust II and Freedom Investment Trust III.

(b) The following table lists, for each director and officer of John
Hancock Funds, the information indicated.

C-4
<PAGE> 327

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
- ------------------ --------------------- ---------------------
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
Edward J. Boudreau, Jr. Chairman Chairman
101 Huntington Avenue
Boston, Massachusetts

Robert H. Watts Director and Senior None
John Hancock Place Vice President
P.O. Box 111
Boston, Massachusetts

C. Troy Shaver, Jr. President, Chief None
101 Huntington Avenue Executive Officer and
Boston, Massachusetts Director

Robert G. Freedman Director Vice President, Chief
101 Huntington Avenue Investment Officer
Boston, Massachusetts

Stephen M. Blair Executive Vice President- None
101 Huntington Avenue Sales
Boston, Massachusetts

Thomas H. Drohan Senior Vice President Senior Vice President and
101 Huntington Avenue Secretary
Boston, Massachusetts

James W. McLaughlin Senior Vice President None
101 Huntington Avenue and
Boston, Massachusetts Chief Financial Officer

David A. King Senior Vice President None
101 Huntington Avenue
Boston, Massachusetts

James B. Little Senior Vice President Senior Vice President and
101 Huntington Avenue Chief Financial Officer
Boston, Massachusetts
</TABLE>

C-5
<PAGE> 328

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
- ------------------ --------------------- ---------------------
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
William S. Nichols Senior Vice President None
101 Huntington Avenue
Boston, Massachusetts

John A. Morin Vice President Vice President
101 Huntington Avenue
Boston, Massachusetts

Susan S. Newton Vice President and Vice President,
101 Huntington Avenue Secretary Assistant Secretary
Boston, Massachusetts and Compliance Officer

Christopher M. Meyer Treasurer None
101 Huntington Avenue
Boston, Massachusetts

Stephen L. Brown Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Thomas E. Moloney Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Jeanne M. Livermore Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Richard S. Scipione Director Trustee
John Hancock Place
P.O. Box 111
Boston, Massachusetts

John Goldsmith Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
</TABLE>

C-6
<PAGE> 329

<TABLE>
<S> <C> <C>
Richard O. Hansen Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

John M. DeCiccio Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Foster Aborn Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts

Hugh A. Dunlap, Jr. Director None
101 Huntington Avenue
Boston, Massachusetts

William C. Fletcher Director None
53 State Street
Boston, Massachusetts

James V. Bowhers Executive Vice President None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------

The Registrant maintains the records required to be maintained by it under
Rules 31a-1 (a), 31a-1(b), and 31a-2(a) under the Investment Company Act
of 1940 at its principal executive offices at 101 Huntington Avenue,
Boston Massachusetts 02199-7603. Certain records, including records
relating to the Registrant's shareholders and the physical possession of
its securities, may be maintained pursuant to Rule 31a-3 at the main
offices of the Registrant's Transfer Agent and Custodian.

ITEM 31. MANAGEMENT SERVICES
-------------------

Not applicable.

ITEM 32. UNDERTAKINGS
------------

(a) Not applicable.

C-7
<PAGE> 330

(b) Not applicable.

(c) Registrant hereby undertakes to furnish each person to whom a
prospectus with respect to a series of the Registrant is delivered
with a copy of the latest annual report to shareholders with respect to
that series upon request and without charge.

(d) The Registrant undertakes to comply with Section 16(c) of the
Investment Company Act of 1940, as amended which relates to the
assistance to be rendered to shareholders by the Directors of the
Registrant in calling a meeting of shareholders for the purpose of
voting upon the question of the removal of a Director.

C-8

<PAGE> 331

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 the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston and The Commonwealth of Massachusetts on the
8th day of May, 1995.

JOHN HANCOCK SERIES, INC.

By: *
--------------------------
Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer

<TABLE>
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.

<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman and Chief Executive
- ------------------------ Officer (Principal Executive
Edward J. Boudreau, Jr. Officer)

/s/James B. Little
- ------------------------
James B. Little Senior Vice President and Chief May 8, 1995
Financial Officer (Principal
Financial and Accounting Officer)

* Director
- ------------------------
James F. Carlin

* Director
- ------------------------
William H. Cunningham

* Director
- ------------------------
Charles L. Ladner
</TABLE>

C-9
<PAGE> 332

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director
- ------------------------
Leo E. Linbeck, Jr.

* Director
- ------------------------
Patricia P. McCarter

* Director
- ------------------------
Steven R. Pruchansky

* Director
- ------------------------
Norman H. Smith

* Director
- ------------------------
John P. Toolan

*By: /s/Thomas H. Drohan May 8, 1995
-------------------
Thomas H. Drohan,
Attorney-in-Fact

</TABLE>

C-10
<PAGE> 333

POWER OF ATTORNEY

The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 13th day of December, 1994.

/s/William H. Cunningham
___________________________________
William H. Cunningham

<PAGE> 334

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/Norman H. Smith
_____________________________
Norman H. Smith

<PAGE> 335

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/James F. Carlin
________________________________
James F. Carlin

<PAGE> 336

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/Charles L. Ladner
_________________________________
Charles L. Ladner

<PAGE> 337

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/John P. Toolan
________________________________
John P. Toolan

<PAGE> 338

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/Steven R. Pruchansky
________________________________
Steven R. Pruchansky

<PAGE> 339

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/ Leo E. Linbeck, Jr.
________________________________
Leo E. Linbeck, Jr.

<PAGE> 340

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/ Patricia P. McCarter
________________________________
Patricia P. McCarter

<PAGE> 341

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.

/s/ Edward J. Boudreau, Jr.
____________________________________
Edward J. Boudreau, Jr.

<PAGE> 342

JOHN HANCOCK SERIES, INC.

(File Nos. 33-16048; 811-5254)

INDEX TO EXHIBITS

(1) (a) Registrant's Articles of Incorporation dated June 22,
1987.*
(b) Articles of Amendment and Restatement dated July 1,
1987.*
(c) Articles of Amendment dated July 24, 1987.*
(d) Articles Supplementary dated August 6, 1987.**
(e) Articles Supplementary filed October 8, 1987.**
(f) Articles Supplementary filed June 16, 1989.**
(g) Articles Supplementary.***
(h) Articles Supplementary dated October 22, 1993.****
(i) Articles Supplementary dated May 17, 1994.**
(j) Articles Supplementary dated December 22, 1994.*****

(2) Amended Bylaws.+

(3) Not Applicable.

(4) (a) Form of Specimen Share Certificates for (i) Class A
Shares and (ii) Class B Shares of each series of the
Registrant.*

(5) (a) (1) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Global Resources Fund.+
(2) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Emerging Growth Fund.+
(3) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
High Yield Tax-Free Fund.+
(4) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Government Income Fund.+
(5) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Money Market Fund B.+
(6) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
High Yield Bond Fund.+

(b) (1) Sub-Advisory Agreement between John Hancock
Advisers, Inc. and Transamerica Investment
Services, Inc. (relating to High Yield Tax-Free
Fund).+
<PAGE> 343

(c) (1) Form of substantially identical Amended and
Restated Administrative Services Agreements among
Transamerica Fund Management Company, Transamerica
Funds Distributor, Inc. and the Registrant on
behalf of each of Global Resources Fund, Emerging
Growth Fund, High Yield Tax Free Fund, Government
Income Fund, Money Market Fund B and High Yield
Bond Fund.+

(6) (a) Distribution Agreement between Registrant and John
Hancock Broker Distribution Services, Inc.
(b) Form of Soliciting Dealer Agreement between John
Hancock Funds, Inc. and the John Hancock funds.
(c) Form of Financial Institution Sales and Service
Agreement between John Hancock Funds, Inc. and the John
Hancock funds.+

(7) Not Applicable.

(8) Master Custodian Agreement between the John Hancock funds
and Investors Bank & Trust Company.+

(9) Transfer Agency Agreement between John Hancock Investor
Services Corporation and the John Hancock funds.+

(10) Not Applicable.

(11) Consent of Independent Auditors.+

(12) Not Applicable.

(13) Not Applicable.

(14) Not Applicable.

(15) (a) Rule 12b-1 Plans: Class A shares+
(i) Global Resources Fund
(ii) Emerging Growth Fund
(iii) Government Income Fund
(iv) High Yield Bond Fund
(v) High Yield Tax Free Fund

(b) Rule 12b-1 Plans: Class B shares+
(i) Money Market "B"
(ii) Global Resources Fund
(iii) Emerging Growth Fund
(iv) Government Income Fund
(v) High Yield Bond Fund
(vi) High Yield Tax Free Fund

(16) Schedule for computation of each performance quotation
provided in the Registration Statement in response to Item
22 for each series of the Registrant.**

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<PAGE> 344

(27) Financial Data Schedule
-----------------------

* Incorporated by reference to Registration Statement filed
July 24, 1987.

** Previously filed with Registration Statement and/or
post-effective amendments and incorporated by reference
herein.

*** Incorporated by reference to Post-effective Amendment
No. 10 filed on February 22, 1991.

**** Incorporated by reference to Post-effective Amendment
No. 16 filed on April 13, 1994.

***** Incorporated by reference to Post-effective Amendment No.
18 filed in January 30, 1995.

****** Filed with the Securities and Exchange Commission on
December 21, 1994 pursuant to Rule 24f-2.

+ Filed herewith.

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<PAGE> 1
EXHIBIT 99.B2

AMENDED AND RESTATED

BY-LAWS

DATED December 22, 1994

JOHN HANCOCK SERIES, INC.

(a Maryland corporation)

<PAGE> 2

TABLE OF CONTENTS

PAGE
----
<S> <C> <C>
ARTICLE I. OFFICES..................................... 1

Section 1. Principal Office............................ 1
Section 2. Principal Executive Office.................. 1
Section 3. Other Offices............................... 1

ARTICLE II. MEETINGS OF STOCKHOLDERS.................... 1

Section 1. Place of Holding Meetings................... 1
Section 2. Special Meetings............................ 1
Section 3. Notice of Meetings; Waiver of Notice........ 2
Section 4. Quorum...................................... 2
Section 5. Conduct of Stockholders' Meetings........... 2
Section 6. Order of Business........................... 3
Section 7. Voting...................................... 3
Section 8. Fixing of Record Date....................... 4
Section 9. Inspectors.................................. 4
Section 10. Consent of Stockholders in Lieu of Meeting.. 5
Section 11. List of Stockholders Entitled to Vote....... 5

ARTICLE III. BOARD OF DIRECTORS.......................... 5

Section 1. General Powers.............................. 5
Section 2. Number of Directors......................... 6
Section 3. Election and Term of Directors.............. 6
Section 4. Resignation................................. 6
Section 5. Removal of Directors........................ 6
Section 6. Vacancies................................... 6
Section 7. Place of Meetings........................... 7
Section 8. Regular Meetings............................ 7
Section 9. Special Meetings............................ 7
Section 10. Quorum and Voting........................... 8
Section 11. Organization................................ 8
Section 12. Compensation................................ 8
Section 13. Executive Committee......................... 9
Section 14. Other Committees............................ 9
Section 15. Meetings by Conference Telephone............ 9
Section 16. Written Consent of Directors in Lieu of
a Meeting................................... 10
</TABLE>

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PAGE
----
<S> <C> <C>
ARTICLE IV. OFFICERS, AGENTS AND EMPLOYEES.............. 10

Section 1. Number, Election, Qualifications............ 10
Section 2. Resignations................................ 10
Section 3. Removal of Officer, Agent or Employee....... 11
Section 4. Vacancies................................... 11
Section 5. Compensation................................ 11
Section 6. Bonds or Other Security..................... 11
Section 7. Chairman of the Board....................... 11
Section 8. Vice Chairman .............................. 11
Section 9. President................................... 12
Section 10. Vice President.............................. 12
Section 11. Treasurer and Assistant Treasurers.......... 12
Section 12. Secretary and Assistant Secretaries......... 13
Section 13. Delegation of Duties........................ 14

ARTICLE V. INDEMNIFICATION AND INSURANCE............... 14

Section 1. Indemnification............................. 14
Section 2. Exemption from Liability.................... 15
Section 3. Insurance................................... 15

ARTICLE VI. STOCK....................................... 16

Section 1. Certificate for Stock....................... 16
Section 2. Transfers................................... 16
Section 3. Stock Ledger................................ 16
Section 4. Certificate of Beneficial Owners............ 17
Section 5. Lost Stock Certificates..................... 17
Section 6. Fractional Shares........................... 17
Section 7. Repurchase and Redemption of Shares......... 17

ARTICLE VII. SEAL........................................ 18

ARTICLE VIII. FISCAL YEAR................................. 19

ARTICLE IX. AMENDMENTS.................................. 19

Section 1. General..................................... 19
</TABLE>

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<PAGE> 4

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the Corporation
shall be in the City of Baltimore, State of Maryland.

Section 2. Principal Executive Office. The principal executive office of
the Corporation shall be at 101 Huntington Avenue, Boston Massachusetts.

Section 3. Other Offices. The Corporation may have such other offices in
such places within and without the State of Maryland as the Board of Directors
may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1. Place of Holding Meetings. Meetings of stockholders of the
Corporation shall be held at such place within or without the State of Maryland
as shall be fixed by the Board of Directors from time to time and stated in the
notice of such meeting.

Section 2. Special Meetings. The Corporation shall not be required to
hold annual meetings of stockholders. Special meetings of the stockholders,
unless otherwise provided by law or by the Articles of Incorporation, for any
purpose or purposes may be called by the Chairman of the Board of Directors, the
President or a majority of the Board of Directors, and shall be called by the
Secretary upon the written request of the holders of shares entitled to not less
than 25 percent of all the votes entitled to be cast at such meeting. Such
request shall state the purpose or purposes of such meeting and the matters
proposed to be acted on thereat. The Secretary shall inform such stockholders of
the reasonably estimated cost of preparing and mailing such notice of the
meeting, and upon payment to the Corporation of such costs the Secretary shall
give notice stating the purpose or purposes of the meeting to all stockholders
entitled to notice of such meeting. No special meeting need be called to
consider any matter which is substantially the same as a matter voted on at any
special meeting of the stockholders held during the preceding twelve months,
unless requested by stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting.

<PAGE> 5

Section 3. Notice of Meetings; Waiver of Notice. Written or printed
notice of the place, date and time of the holding of each meeting of the
stockholders and, in the case of a special meeting or if otherwise required by
law, the purpose or purposes of such meeting, shall be given to each stockholder
entitled to vote thereat or to notice of such meeting by leaving the same with
such stockholder or at such stockholder's residence or usual place of business
or by mailing such notice, postage prepaid, not less than ten nor more than
ninety days before the date of the meeting. Notice by mail shall be deemed to be
duly given when deposited in the United States mail addressed to the stockholder
at his address as it appears on the records of the Corporation, with postage
thereon prepaid.

No notice of the time, place or purpose of any meeting of stockholders need
be given to any stockholder who attends such meeting in person or by proxy, or
who, either before or after the meeting, submits a signed waiver of notice which
is filed with the records of the meeting. Any meeting of stockholders may
adjourn from time to time to reconvene at the same or some other place, and
notice of adjournment of a stockholders' meeting to another time and place need
not be given if such time and place are announced at the meeting, unless the
Board of Directors, after the adjournment, shall fix a new record date for the
adjourned meeting, or the adjournment is for more than 120 days after the
original record date.

Section 4. Quorum. The presence in person or by proxy of the holders of
record of a majority of the shares of Common Stock issued and outstanding and
entitled to vote thereat shall constitute a quorum for the transaction of any
business at all meetings of the stockholders except (i) when shareholder
approval is a prerequisite to the listing of any additional or new securities
the presence in person or by proxy of more than 50% of the shares of common
stock issued and outstanding and entitled to vote shall constitute a quorum or
(ii) as otherwise provided by law or in the Articles of Incorporation or in
these By-Laws. In the absence of the required quorum no business may be
transacted, except that the holders of a majority of the shares of stock present
in person or by proxy and entitled to vote may adjourn the meeting from time to
time, without notice other than announcement thereat except as otherwise
required by these By-Laws, until the holders of the requisite amount of shares
of stock shall be so present. At any such adjournment meeting at which the
required quorum may be present, any business may be transacted which might have
been transacted at the meeting as originally notified.

Section 5. Conduct of Stockholders' Meetings. At each meeting of the
stockholders, the Chairman of the Board of Directors (if one has been designated
by the Board of Directors),

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<PAGE> 6

or if the Chairman of the Board of Directors is absent or unable to act, the
President, or if the President is absent or unable to act, a Vice President, or
if none of them are present or able to act a chairman to be elected at the
meeting, shall act as chairman of the meeting. The Secretary of the Corporation,
or if the Secretary is absent or unable to act, an Assistant Secretary, or if
none are present or able to act, any person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes thereof.

Section 6. Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.

Section 7. Voting. Except as otherwise required by law (including the
Maryland General Corporation Law, as currently in effect or as the same may
hereafter be amended (the "Maryland General Corporation Law"), and the 1940
Act), the Articles of Incorporation or these By-Laws, at all meetings, each
stockholder of record entitled to vote thereat shall have one vote for each
share (and proportionate voting rights for each fraction of a share) on each
matter as to which such stockholder is entitled to vote for every share of such
stock, or fraction thereof, as the case may be, validly issued and outstanding
and standing in such stockholder's name on the record of stockholders of the
Corporation as of the record date determined pursuant to Section 9 of this
Article, or, if such record date shall not have been so fixed, then at the later
of (i) the close of business on the day on which notice of the meeting is mailed
or (ii) the thirtieth day before the meeting.

A majority of the votes cast at a meeting of stockholders, duly called and
at which a quorum is present, shall be sufficient to take or authorize action
upon any matter which may properly come before the meeting, except as otherwise
required by law (including the Maryland General Corporation Law and the 1940
Act), the Articles of Incorporation or these By-Laws.

Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a written proxy signed by
such stockholder or his attorney-in-fact. No proxy shall be valid after the
expiration of eleven months from the date thereof, unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where such proxy states that it is
irrevocable and where an irrevocable proxy is permitted by law.

If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then

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<PAGE> 7

unless otherwise required by law (including the Maryland General Corporation Law
and the 1940 Act), the Articles of Incorporation or these By-Laws, or determined
by the chairman of the meeting to be advisable, any such vote need not be by
ballot. On a vote by ballot, each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and shall state the number of
shares voted.

All proxies shall be received and taken in charge of and all ballots shall
be received and canvassed by the secretary of the meeting, who shall decide all
questions touching the qualification of voters, the validity of the proxies and
the acceptance or rejection of votes, unless inspectors of election shall have
been appointed by the chairman of the meeting, in which event such inspectors of
election shall decide all such questions.

Section 8. Fixing of Record Date. The Board of Directors may set a record
date for the purpose of determining stockholders entitled to vote at or notice
of any meeting of the stockholders or to receive a dividend or be allotted
rights or for the purpose of any other proper determination with respect to
stockholders and only stockholders of record on such date shall be entitled to
vote at or receive notice of such meeting, to receive such dividends or rights
or otherwise, as the case may be. The record date, which may not be prior to the
close of business on the day the record date is fixed, shall be not more than 90
days before the date of the meeting of stockholders, payment of dividend,
allotment of rights or other action requiring determination of a record date,
nor, in the case of a stockholders' meeting, less than ten days before the date
of such meeting. All persons who were holders of record of shares as of the
record date, and not others, shall be entitled to vote at such meeting and any
adjournment thereof.

Section 9. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If the inspector shall not be so appointed or if any
of them shall fail to appear or act, the chairman of the meeting may, and on the
request of the holders of at least 10 percent of the stock entitled to vote
thereat shall, appoint inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath to execute faithfully the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors shall determine the number of shares
outstanding and the voting powers of each, the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and

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<PAGE> 8

do such acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting or the holders of at
least 10 percent of the stock entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, request or matter determined by them
and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as inspector of an election of
directors. Inspectors need not be stockholders.

Section 10. Consent of Stockholders in Lieu of Meeting. Except as
otherwise required by law (including the Maryland General Corporation Law and
the 1940 Act), the Articles of Incorporation or these By-Laws, any action
required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if the following are filed with the records of stockholders' meetings: (i)
a unanimous written consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter and (ii) if applicable, a written
waiver of any right to dissent signed by each stockholder entitled to notice of
the meeting but not entitled to vote thereat. Such consent shall be treated for
all purposes as a vote at the meeting.

Section 11. List of Stockholders Entitled to Vote. The Secretary of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

ARTICLE III

Board of Directors

Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all the powers of the Corporation and do all such
lawful acts as are not

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<PAGE> 9

conferred upon or reserved to the stockholders of the Corporation by law
(including the Maryland General Corporation Law and the 1940 Act), the Articles
of Incorporation or these By-Laws.

Section 2. Number of Directors. The number of directors shall be fixed
from time to time by resolution of the Board of Directors adopted by a majority
of the directors then in office No reduction in the number of directors shall
have the effect of removing any director from office prior to the expiration of
his term. Directors need not be stockholders of the Corporation or citizens or
residents of the United States.

Section 3. Election and Term of Directors. Directors shall be elected by
written ballot at a meeting of stockholders, held for that purpose unless
otherwise provided by law (including the Maryland General Corporation Law and
the 1940 Act), the Articles of Incorporation or these By-Laws. The term of
office of each director shall be from the time of his election and qualification
until (a) death, resignation, retirement, removal or reelection, or (b) his
successor is elected in the election of directors of his class next succeeding
his election, as provided in the Articles of Incorporation, and until such
successor shall have qualified, or (c) as otherwise provided by law (including
the Maryland General Corporation Law and the 1940 Act) or the Articles of
Incorporation.

Section 4. Resignation. A director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors, the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Section 5. Removal of Directors. At any stockholders' meeting, provided a
quorum is present, any director of the Corporation may be removed (with or
without cause) by a vote of a majority of the shares entitled to be cast for the
election of directors. At the same meeting a duly qualified person may be
elected in his stead by a majority of the votes validly cast.

Section 6. Vacancies. To the extent permitted by law (including the
Maryland General Corporation Law and the 1940 Act), the Articles of
Incorporation or these By-Laws, any vacancies in the Board of Directors, whether
arising from death, resignation, removal or any other cause, shall be filled by
a vote of the majority of the Board of Directors then in office even though that
majority is less than a quorum, provided that no vacancy or vacancies shall be
filled by action of the remaining directors if,

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<PAGE> 10

after the filling of the vacancy or vacancies, fewer than two-thirds of the
directors then holding office shall have been elected by the stockholders of the
Corporation. In the event that at any time a vacancy exists in any office of a
director that may not be filled by the remaining directors, a special meeting of
the stockholders shall be held as promptly as possible and in any event within
60 days, for the purpose of filling the vacancy or vacancies. A director elected
by the Board of Directors to fill any vacancy in the Board of Directors shall
serve until the next meeting of stockholders and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. At any meeting of
stockholders, stockholders shall be entitled to elect directors to fill any
vacancies in the Board of Directors that have arisen since the preceding meeting
of stockholders (whether or not any such vacancy has been filled by election of
a new director by the Board of Directors) and any director so elected by the
stockholders shall hold office for the balance of the term of the director whose
death, resignation, retirement, disqualification or removal created the vacancy
or until death, resignation, retirement or until a successor is elected and
qualified.

Section 7. Place of Meetings. Meetings of the Board of Directors may be
held at such place, within or outside the State of Maryland, as the Board of
Directors may from time to time determine or as shall be specified in the notice
of such meeting.

Section 8. Regular Meetings. The Board of Directors from time to time may
provide by resolution for the holding of regular meetings and fix their time and
place. Notice of regular meetings of the Board of Directors need not be given,
provided that notice of any change in the time or place of such meetings shall
be sent promptly to each director not present at the meeting at which such
change was made, in the manner provided for notice of special meetings.

The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders at which directors are
elected. No notice of such meeting shall be necessary if held immediately after
the adjournment, and at the site, of the meeting of stockholders. If not so
held, notice shall be given as provided in Section 9 of this Article III for
special meetings of the Board of Directors.

Section 9. Special Meetings. Special meetings of the Board of Directors
may be called by two or more directors of the Corporation or by the Chairman of
the Board of Directors (if one has been designated by the Board of Directors) or
the President. Oral or written notice of the time and place of any special

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<PAGE> 11

meeting shall be given, delivered or telegraphed to each director not less than
one day before the meeting or mailed to each director not less than three days
before the meeting. Such notice need not include a statement of the business to
be transacted at, or the purpose of, such special meeting. A written waiver of
notice, signed, either before or after the meeting, by the director entitled to
such notice and filed with the records of the meeting, or actual attendance at
the meeting, shall be deemed equivalent to the giving of notice to such
director. Except as otherwise specifically required by these By-Laws, a notice
or waiver of notice of any regular or special meeting of the Board of Directors
need not state the purpose of such meeting.

Section 10. Quorum and Voting. One-third, but not less than two, of the
members of the entire Board of Directors shall be present in person at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and, except as otherwise expressly
required by law (including the Maryland General Corporation Law and the 1940
Act), the Articles of Incorporation or these By-Laws, the act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum at any meeting of the
Board of Directors, a majority of the directors present thereat may adjourn such
meeting to another time and place until a quorum shall be present thereat.
Notice of the time and place of any such adjourned meeting shall be given to the
directors who were not present at the time of the adjournment and, unless such
time and place were announced at the meeting at which the adjournment was taken,
to the other directors. At any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally called.

Section 11. Organization. The Board of Directors may, by resolution
adopted by a majority of the entire Board of Directors, designate a Chairman of
the Board, who shall preside at each meeting of the Board of Directors. If the
Chairman of the Board of Directors is absent or unable to act, the President (if
he is also a director) or, if he is not a director or is absent or unable to
act, another director chosen by a majority of the directors present, shall act
as chairman of the meeting and preside thereat. The Secretary (or, if he is
absent or unable to act, any person appointed by the chairman) shall act as
secretary of the meeting and keep the minutes thereof.

Section 12. Compensation. No director shall receive any stated salary or
fees from the Corporation for his services as such if such director is,
otherwise than by reason of being such director, an interested person (as such
term is defined by the 1940 Act) of the Corporation or of its investment
adviser,

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<PAGE> 12

administrator or principal underwriter. Except as provided in the preceding
sentence, directors shall be entitled to receive such compensation from the
Corporation for their services, and reimbursement for reasonable expenses
incurred by them in connection with such services, as may from time to time be
voted by the Board of Directors.

Section 13. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint from the directors
an Executive Committee to consist of two or more of such number of directors as
the Board may from time to time determine. The Chairman of the Committee shall
be elected by the Board of Directors. The Board of Directors by such affirmative
vote shall have power at any time to change the members of such Committee and
may fill vacancies in the Committee by election from the directors. When the
Board of Directors is not in session, to the extent permitted by law, the
Executive Committee shall have and may exercise any or all of the powers of the
Board of Directors in the management of the business and affairs of the
Corporation. The Executive Committee may fix its own rules of procedure, and may
meet when and as provided by such rules or by resolution of the Board of
Directors, but in every case the presence of a majority shall be necessary to
constitute a quorum. During the absence of a member of the Executive Committee,
the remaining members may appoint a member of the Board of Directors to act in
his place.

Section 14. Other Committees. The Board of Directors may appoint from the
directors or otherwise other committees which shall have and may exercise such
powers as may be provided in their resolutions and which the Board of Directors
may lawfully delegate. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
power at any time to change the members and powers of any such committee, to
fill vacancies and to discharge any such committee.

Section 15. Meetings by Conference Telephone. The members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and such participation shall
constitute presence in person at such meeting; provided, however, that such
participation shall not constitute presence in person with respect to matters
which pursuant to the 1940 Act or the rules and regulations thereunder require
the approval of directors by vote cast in person at a meeting.

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<PAGE> 13

Section 16. Written Consent of Directors in Lieu of a Meeting. Subject to
the provisions of the 1940 Act and the rules and regulations thereunder, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writings or writing are filed with the minutes of
the proceedings of the Board of Directors or committee.

ARTICLE IV

Officers, Agents and Employees

Section 1. Number, Election, Qualifications. The officers of the
Corporation shall be a Chairman, President, such number of Vice Presidents as
the Board of Directors may deem necessary or proper, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. The Board of
Directors or the Executive Committee (if any) may also from time to time in its
discretion appoint such officers (including one or more Assistant Vice
Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries), and may itself appoint or delegate to the President the power to
appoint such agents and employees, as may be necessary or desirable for the
business of the Corporation. Such officers and agents shall have such duties and
shall hold their offices for such terms as may be prescribed by the Board of
Directors or the Executive Committee. Any two or more offices may be held by the
same person, except the offices of President and Vice President, but no officer
shall execute, acknowledge or verify any instrument as an officer in more than
one capacity if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers. Those officers who
are elected by the Board of Directors shall be elected by the Board of Directors
annually, each to hold office until his successor shall have been duly elected
and shall have qualified, or until his death, or until he shall have resigned,
or have been removed, as hereinafter provided in these By-Laws. The Board of
Directors may designate a Chairman of the Board of Directors.

Section 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of resignation to the Board of Directors, the
Chairman of the Board of Directors, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

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<PAGE> 14

Section 3. Removal of Officer, Agent or Employee. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors or the
Executive Committee (if any) with or without cause at any time, and the Board of
Directors or the Executive Committee may delegate such power of removal as to
agents and employees not elected by the Board of Directors. Such removal shall
be without prejudice to such person's contract rights, if any, but the
appointment of any person as an officer, agent or employee of the Corporation
shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office, either arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant, in the manner prescribed in
this Article IV for the regular election or appointment to such office.

Section 5. Compensation. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors or the Executive Committee
(if any), but this power may be delegated to the President or any other officer
in respect of officers under his control.

Section 6. Bonds or Other Security. The Board of Directors or the
Executive Committee (if any) may require any officer, employee or agent of the
Corporation to execute a bond (including, without limitation, any bond required
by the 1940 Act or the rules and regulations thereunder) or other security to
the Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his duties
to the Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, funds or securities that may
come into his hands.

Section 7. Chairman of the Board. The Chairman of the Board and Chief
Executive Officer, if there be such an officer, shall be the senior officer of
the Corporation, preside at all stockholders' meetings and at all meetings of
the Board of Directors and shall be ex officio a member of all committees of the
Board of Directors. He shall have the power to appoint officers of the Company
and such other powers and perform such other duties as may be assigned to him
from time to time by the Board of Directors.

Section 8. Vice Chairman. The Board of Directors may, but need not,
appoint a Vice Chairman of the Corporation. The Vice Chairman may, but need not,
be a member of the Board of Directors. The Vice Chairman shall have such powers
and duties as the Board of Directors shall determine from time to time and in
the absence

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<PAGE> 15

of any such designation shall have the same powers as a vice president of the
Corporation.

Section 9. President. The Corporation shall have a President. In the
absence of the Chairman of the Board of Directors (or if there be none), he
shall preside at all meetings of the stockholders and of the Board of Directors
(if he is also a director). Subject to the control of the Board of Directors, he
shall have general charge of the business and affairs of the Corporation and
general supervision over its officers, employees and agents. He may employ and
discharge employees and agents of the Corporation, except such as shall be
appointed by the Board of Directors, and he may delegate these powers. Except as
the Board of Directors may otherwise order, he may sign in the name and on
behalf of the Corporation all deeds, bonds, contracts or agreements.

Section 10. Vice President. The Board of Directors or the Executive
Committee (if any) may from time to time elect one or more vice presidents who
shall have such powers and perform such duties as from time to time may be
assigned to them by the Board of Directors or the Executive Committee. At the
request or in the absence or disability of the President, the Vice President
(or, if there are two or more Vice Presidents, the senior of the Vice Presidents
present and able to act) may perform all the duties of the President and, when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President.

Section 11. Treasurer and Assistant Treasurers. The Treasurer shall:

(a) have general charge and custody of, and be generally responsible
for, all the funds and securities of the Corporation, except those which the
Corporation has placed in the custody of a bank, trust company or member of a
national securities exchange (as that term is defined in the Securities Exchange
Act of 1934, as amended) pursuant to a written agreement designating such bank,
trust company or member of a national securities exchange as a custodian or
subcustodian of the property of the Corporation (in which case the Treasurer
shall have general supervision of the performance by the custodian or
subcustodian of its duties pursuant thereto);

(b) render to the Board of Directors, whenever directed by the Board
of Directors, an account of the financial condition of the Corporation and of
all transactions as Treasurer;

(c) cause to be prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement
of operations for the preceding

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<PAGE> 16

fiscal year, which shall be submitted at the annual meeting of stockholders and
filed within twenty days thereafter at the principal office of the Corporation
in the State of Maryland;

(d) cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;

(e) cause all moneys and other valuables to be deposited to the
credit of the Corporation;

(f) provide assistance to any committee of the Board of Directors and
report to such committee as necessary; and

(g) in general, perform all the duties incident to the office of
the chief financial and accounting officer of the corporation and such other
duties as from time to time may be assigned to him by the Board of Directors
or the President.

Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer, the Board of Directors or the Executive Committee (if any) may
assign, and, in the absence of the Treasurer, may perform all the duties of the
Treasurer.

Section 12. Secretary and Assistant Secretaries. The Secretary shall:

(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Directors, the committees
of the Board of Directors and the stockholders;

(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;

(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all stock certificates of the Corporation (unless
the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept and
filed; and

(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors, the Executive Committee (if any) or the President.

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<PAGE> 17

Any Assistant Secretary may perform such duties of the Secretary as the
Secretary, the Board of Directors or the Executive Committee may assign, and, in
the absence of the Secretary, may perform all the duties of the Secretary.

Section 13. Delegation of Duties. In case of the absence of any officer of
the Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may confer for the time being the powers or
duties, or any of them, of such officer upon any other officer or upon any
director.

ARTICLE V

Indemnification and Insurance

Section 1. Indemnification. The Corporation shall indemnify to the fullest
extent permitted by law (including the Maryland General Corporation Law and the
1940 Act), any person made or threatened to be made a party to any action, suit
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or such person's testator or intestate is or
was a director or officer of the Corporation or serves or served at the request
of the Corporation any other enterprise as a director or officer. To the fullest
extent permitted by law (including the Maryland General Corporation Law and the
1940 Act), expenses incurred by any such person in defending any such action,
suit or proceeding shall be paid or reimbursed by the Corporation promptly upon
receipt by it of an undertaking of such person to repay such expenses if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation. The rights provided to any person by this
Section 1 shall be enforceable against the Corporation by such person who shall
be presumed to have relied upon it in serving or continuing to serve as a
director or officer as provided above. No amendment of this Section 1 shall
impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Section 1, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director or officer of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit plan,
its participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to any

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<PAGE> 18

employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation. The provisions
of this Section 1 shall be in addition to the other provisions of this Article.

Present or former employees and agents of the Corporation who are not or
were not officers or directors of the Corporation may be indemnified by the
Corporation, and reasonable expenses incurred by such persons may be paid or
reimbursed by the Corporation, in accordance with the procedures and to the
fullest extent permitted by law (including the Maryland General Corporation Law
and the 1940 Act), and to such further extent, consistent with the foregoing, as
may be provided by action of the Board of Directors or by written agreement.

Nothing in this Section 1 protects or purports to protect any director,
officer, employee or agent of the Corporation against any liability to the
Corporation or its stockholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.

Section 2. Exemption From Liability. To the fullest extent permitted by
law (including the Maryland General Corporation Law and the 1940 Act), no
director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for money damages; provided, however, that
nothing in this Section 2 protects or purports to protect any director or
officer of the Corporation against any liability to which such director or
officer would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. No amendment, modification or repeal of this Section 2 shall
adversely affect any right or protection of a director or officer that exists at
the time of such amendment, modification or repeal.

Section 3. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation or who, while serving in such a capacity is or was also serving
at the request of the Corporation as a director, officer, employee or agent of
any other enterprise, protecting such person, to the fullest extent permitted by
law (including the Maryland General Corporation Law and the 1940 Act), from
liability arising from his activities or position as director, officer,
employee, or agent of the Corporation or such other enterprise, whether or not
the Corporation would have the power to indemnify such person against such
liability. The Corporation, however, may not purchase insurance on behalf of any
officer or director of the Corporation

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<PAGE> 19

that protects or purports to protect such person from liability to the
Corporation or to its stockholders to which such officer or director would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. The Corporation may purchase insurance to the extent provided in this
Section 3 on behalf of an employee or agent who is not an officer or director of
the Corporation.

ARTICLE VI

Stock

Section 1. Certification for Stock. Each stockholder is entitled, upon
written request, to certificates which represent and certify the shares of stock
he holds in the Corporation. Each stock certificate shall include on its face
the name of the corporation that issues it, the name of the stockholder or other
person to whom it is issued, and the class of stock and number of shares it
represents. It shall be in such form, not inconsistent with law or with the
Charter, as shall be approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of the Board of Directors.
Each stock certificate shall be signed by the Chairman of the Board, the
President, or a Vice-President, and countersigned by the Secretary, an Assistant
Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be
sealed with the actual corporate seal or a facsimile of it or in any other form
and the signatures may be either manual or facsimile signatures. A certificate
is valid and may be issued whether or not an officer who signed it is still an
officer when it is issued.

Section 2. Transfers. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issuance, transfer and registration of certificates of stock; and may
appoint transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.

Section 3. Stock Ledger. The Corporation shall maintain a stock ledger
which contains the name and address of each Stockholder and the number of shares
of stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, within or without the State of Maryland, or, if none, at the
principal

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<PAGE> 20

office or the principal executive offices of the Corporation in the State of
Maryland.

Section 4. Certification of Beneficial Owners. The Board of Directors may
adopt by resolution a procedure by which a stockholder of the Corporation may
certify in writing to the Corporation that any shares of stock registered in the
name of the stockholder are held for the account of a specified person other
than the stockholder. The resolution shall set forth the class of stockholders
who may certify; the purpose for which the certification may be made; the form
of certification and the information to be contained in it; if the certification
is with respect to a record date or closing of the stock transfer books, the
time after the record date or closing of the stock transfer books within which
the certification must be received by the Corporation; and any other provisions
with respect to the procedure which the Board considers necessary or desirable.

On receipt of a certification which complies with the procedure adopted by
the Board of Director in accordance with this Section, the person specified in
the certification is, for the purpose set forth in the certification, the holder
of record of the specified stock in place of the stockholder who makes the
certification.

Section 5. Lost Stock Certificates. The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate in
place of one which is alleged to have been lost, stolen, or destroyed, or the
Board of Directors may delegate such power to any officer or officers of the
Corporation. In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises.

Section 6. Fractional Shares. The Board of Directors may authorize the
issue from time to time of shares of the capital stock of the Corporation in
fractional denominations, provided that the transactions in which and the terms
upon which shares in fractional denominations may be issued may from time to
time be limited or determined by or under authority of the Board of Directors.

Section 7. Repurchase and Redemption of Shares. All shares of the capital
stock of the Corporation now or hereafter authorized shall be subject to
redemption at the option of the Corporation's stockholders, and may be redeemed
in the sense used in the laws of the State of Maryland governing corporations,
at their net asset value determined in the manner set forth in these Bylaws.

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<PAGE> 21

The Corporation will redeem from any stockholder all or any portion of the
shares of capital stock owned by him provided that the stockholder delivers to
the Corporation or its designated agent notice of such redemption, in the form
and accompanied by such transfer documents as the Board of Directors of the
Corporation shall require. The stockholder shall be entitled to payment in cash
of the net asset value next computed after such delivery.

The right to redeem may be suspended and the payment of the redemption
price deferred during any period when the New York Stock Exchange is closed,
other than customary weekend and holiday closings during periods when trading on
the Exchange is restricted as determined by the Securities and Exchange
Commission, or during any emergency as determined by the Commission, which makes
it impracticable for the Corporation to dispose of its securities or value its
assets, or during any other period permitted by order of the Commission for the
protection of investors.

The Corporation may at any time repurchase shares of its capital stock in
the open market, or at private sale, or otherwise, in cash out of funds legally
available therefor at a price not exceeding the net asset value at the time of
purchase as determined in the manner set forth in these Bylaws, as authorized by
the Board of Directors consistent with any applicable rules promulgated by the
Securities and Exchange Commission under the Investment Company Act of 1940, as
amended.

The right of the holder of shares of capital stock redeemed or repurchased
by the Corporation as provided in this Section to receive dividends thereon and
all other rights of such holder with respect to such shares shall forthwith
cease and terminate from and after the time as of which the redemption or
repurchase price of such shares has been determined (except the right of such
holder to receive (a) the redemption or repurchase price of such shares from the
Corporation or its designated agent, and (b) any unpaid dividend or distribution
to which such holder had previously become entitled as the record holder of such
shares on the record date for such dividend or distribution).

ARTICLE VII

Seal

The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation and the year of its incorporation. Said seal may be used
by causing it or a

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<PAGE> 22

facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Fiscal Year

Unless otherwise determined by the Board of Directors, the fiscal year of
the Corporation shall end on the 31st day of October.

ARTICLE IX

Amendments

Section 1. General. Except as provided in Section 2 of this Article IX,
all By-Laws of the Corporation, whether adopted by the Board of Directors or the
stockholders, shall be subject to amendment, alteration or repeal, and new
By-Laws may be adopted, by the affirmative vote of a majority of either:

(a) the holders of record of the outstanding shares of stock of the
Corporation entitled to vote, at any annual or special meeting, the notice or
waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new By-Law; or

(b) the directors, at any regular or special meeting for which the
notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new By-Law.

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<PAGE> 1

EXHIBIT 99.5a1

JOHN HANCOCK GLOBAL RESOURCES FUND, a series of

John Hancock Series, Inc.

Investment Management Contract

Dated: December 22, 1994

<PAGE> 2

JOHN HANCOCK GLOBAL RESOURCES FUND, a series of
John Hancock Series, Inc.

Boston, Massachusetts

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Investment Management Contract
------------------------------

Ladies and Gentlemen:

John Hancock Series, Inc. (the "Corporation") has been
organized as a corporation under the laws of the State of Maryland
to engage in the business of an investment company. The
Corporation's shares of common stock have been classified into one
or more series representing the entire undivided interest in
separate portfolios of the Corporation, including John Hancock
Global Resources Fund (the "Fund").

The Directors of the Corporation (the "Directors") have
selected John Hancock Advisers, Inc. (the "Adviser") to provide
overall investment advice and management for the Fund, and to
provide certain other services, as more fully set forth below, and
you are willing to provide such advice, management and services
under the terms and conditions hereinafter set forth.
Accordingly, the Corporation agrees with you as follows:

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

(a) Articles of Incorporation, dated June 22, 1987, as
amended from time to time (the "Articles");

(b) By-Laws of the Corporation as in effect on the date
hereof;

(c) Resolutions of the Directors selecting the Adviser as
investment adviser for the Corporation and the Fund and
approving the form of this Agreement; and

(d) Commitments, limitations and undertakings made by the
Corporation to state securities or "blue sky"
authorities for the purpose of qualifying shares of the
<PAGE> 3

Fund for sale in such states. The Corporation will
furnish you from time to time with copies, properly
certified or otherwise authenticated, of all amendments
of or supplements to the foregoing, if any.

2. INVESTMENT AND MANAGEMENT SERVICES. You will use your best
efforts to provide to the Fund continuing and suitable investment
programs with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund. In
the performance of the Adviser's duties hereunder, subject always
(x) to the provisions contained in the documents delivered to the
Adviser pursuant to Section 1, as each of the same may from time
to time be amended or supplemented, and (y) to the limitations set
forth in the registration statement of the Fund as in effect from
time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:

(a) furnish the Fund with advice and recommendations,
consistent with the investment policies, objectives and
restrictions of the Fund, with respect to the purchase,
holding and disposition of portfolio securities;

(b) advise the Fund in connection with policy decisions to
be made by the Directors or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;

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

(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;

(f) consistent with the provisions of Section 6 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by you, PROVIDED that in connection with the
placing of such orders and the selection of such brokers
or dealers you shall seek to obtain execution and
pricing within the policy guidelines determined by the
Directors and set forth in the Prospectus and Statement
of Additional Information of the Fund as in effect from
time to time;

<PAGE> 4

(g) provide office space and equipment and supplies, the use
of accounting equipment when required, and necessary
executive, clerical and secretarial personnel for the
administration of the affairs of the Fund;

(h) from time to time or at any time requested by the
Directors, make reports to the Corporation of your
performance of the foregoing services and furnish advice
and recommendations with respect to other aspects of the
business and affairs of the Fund;

(i) maintain and preserve the records required by the
Investment Company Act of 1940, as amended (the "1940
Act"), to be maintained and preserved by the Corporation
on behalf of the Fund (you agree that such records are
the property of the Corporation and will be surrendered
to the Corporation promptly upon request therefor);

(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as you may deem necessary or useful in
the discharge of your duties hereunder;

(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Corporation; and

(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.

The Adviser may engage one or more investment advisers which
are either registered as such or specifically exempt from
registration under the Investment Advisers Act of 1940, as
amended, to act as subadvisers to provide with respect to the Fund
certain services set forth in Section 2 of this Agreement, all as
shall be set forth in a written contract, which contract shall be
subject to approval by the vote of a majority of the Directors of
the Corporation who are not interested persons of the Adviser, the
subadviser or the Fund, cast in person at a meeting called for the
purpose of voting on such approval and by the vote of a majority
of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the 1940 Act. Any fee, compensation
or expense to be paid to any subadviser shall be paid by the
Adviser, and no obligation to the subadviser shall be incurred on
the Fund's or Corporation's behalf, except as agreed upon by the
Directors of the Corporation and otherwise consistent with the
terms of the 1940 Act.

3
<PAGE> 5

3. Expenses of the Fund. You will pay:
---------------------

(a) the compensation and expenses of all officers and
employees of the Fund;

(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;

(d) premiums for such insurance as may be agreed upon by you
and the Directors.

4. EXPENSES OF THE CORPORATION OR THE FUND NOT PAID BY YOU. You
will not be required to pay any expenses which this Agreement does
not expressly make payable by you. In particular, and without
limiting the generality of the foregoing but subject to the
provisions of Section 3, you will not be required to pay:

(a) any and all expenses, taxes and governmental fees
incurred by the Corporation or the Fund prior to the
effective date of this Agreement;

(b) without limiting the generality of the foregoing clause
(a), the expenses of organizing the Fund (including
without limitation, legal, accounting and auditing fees
and expenses incurred in connection with the matters
referred to in this clause (b)), of initially
registering the shares of the Fund under the Securities
Act of 1933, as amended, and of qualifying the shares
for sale under state securities laws for the initial
offering and sale of shares;

(c) the compensation and expenses of Directors who are not
interested persons (as used in this Agreement, such term
shall have the meaning specified in the 1940 Act) of
you, and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Corporation or the
Fund other than through you;

(d) legal, accounting and auditing fees and expenses of the
Corporation or the Fund;

(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;

4
<PAGE> 6

(f) taxes and governmental fees assessed against the
Corporation's or the Fund's assets and payable by the
Corporation;

(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;

(h) brokers' commissions and underwriting fees; and

(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.

5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by you
as herein provided, the Fund will pay you monthly, a fee at the
annual rate of 0.75% of the average daily net assets of the Fund.

In the event that normal operating expenses of the Fund,
exclusive of certain expenses prescribed by state law, are in
excess of any limitation imposed by a state where the Fund is
registered to sell shares of common stock, the fee payable to the
Adviser will be reduced to the extent of such excess and the
Adviser will make any arrangements necessary to eliminate any
remaining excess expenses.

6. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither your nor any investment management subsidiary of
yours, nor any of your or their directors, officers or employees
will act as principal or agent or receive any commission. If any
occasion shall arise in which you advise persons concerning the
shares of the Corporation, you will act solely on your own behalf
and not in any way on behalf of the Corporation or the Fund.

7. NO PARTNERSHIP OR JOINT VENTURE. The Corporation, the Fund
and you are not partners of or joint venturers with each other and
nothing herein shall be construed so as to make them such partners
or joint venturers or impose any liability as such on any of them.

<PAGE> 7

company, and agrees that John Hancock Mutual Life Insurance
Company reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the name "John
Hancock" or any similar name to any other corporation or entity,
including but not limited to any investment company of which John
Hancock Mutual Life Insurance Company or any subsidiary or
affiliate thereof shall be the investment adviser.

9. LIMITATION OF LIABILITY OF THE ADVISER. You shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Corporation or the Fund in connection with the
matters to which this Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on your
part in the performance of your duties or from reckless disregard
by you of your obligations and duties under this Agreement. Any
person, even though also employed by you, who may be or become an
employee of and paid by the Corporation or the Fund shall be
deemed, when acting within the scope of his employment by the
Corporation or the Fund, to be acting in such employment solely
for the Corporation or the Fund and not as your employee or agent.

10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall remain in force until the second anniversary of the date
upon which this Agreement was executed by the parties hereto, and
from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of
the Directors who are not interested persons of you or (other than
as directors) of the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) either (i) the
Directors or (ii) a majority of the outstanding voting securities
of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the
Corporation or the Fund by vote of a majority of the outstanding
voting securities of the Fund, by the Directors or by you.
Termination of this Agreement with respect to the Fund shall not
be deemed to terminate or otherwise invalidate any provisions of
any contract between you and any other series of the Corporation.
This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Section 10,
the definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "assignment," "interested person"
and "voting security") shall be applied.

11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Directors, including a majority of the
Directors who are not interested persons of you or (other than as
Directors) of the Corporation or the Fund, cast in person at a

<PAGE> 8

meeting called for the purpose of voting on such approval, and (b)
a majority of the outstanding voting securities of the Fund, as
defined in the 1940 Act.

12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Series, Inc. and
John Hancock Global Resources Fund are the designations of the
Directors under the Articles of Incorporation, dated June 22,
1987, as amended from time to time. The Articles of Incorporation
and all amendments thereto have been filed with the Secretary of
State of the State of Maryland. The obligations of the
Corporation and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the
Directors, shareholders, officers, employees or agents of the
Corporation or the Fund, but only the Fund's property shall be
bound. The Fund shall not be liable for the obligations of any
other series of the Corporation.

<PAGE> 9

Very truly yours,

JOHN HANCOCK SERIES, INC.
on behalf of
John Hancock Global Resources Fund

/s/ Thomas M. Simmons
By: ____________________________________
Thomas M. Simmons
President

The foregoing contract
is hereby agreed to as
of the date hereof.

JOHN HANCOCK ADVISERS, INC.

/s/ Anne C. Hodsdon
By: ________________________
Anne C. Hodsdon
Executive Vice President

<PAGE> 1

EXHIBIT 99.5a2

JOHN HANCOCK EMERGING GROWTH FUND, a series of

John Hancock Series, Inc.

Investment Management Contract

Dated: December 22, 1994
<PAGE> 2

JOHN HANCOCK EMERGING GROWTH FUND, a series of
John Hancock Series, Inc.

Boston, Massachusetts

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Investment Management Contract
------------------------------

Ladies and Gentlemen:

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

(a) Articles of Incorporation, dated June 22, 1987, as
amended from time to time (the "Articles");

(b) By-Laws of the Corporation as in effect on the date
hereof;

(c) Resolutions of the Directors selecting the Adviser as
investment adviser for the Corporation and the Fund and
approving the form of this Agreement; and

(d) Commitments, limitations and undertakings made by the
Corporation to state securities or "blue sky"
authorities for the purpose of qualifying shares of the
<PAGE> 3

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

(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;

2
<PAGE> 4

(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Corporation; and

(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.

<PAGE> 5

3. Expenses of the Fund. You will pay:
---------------------

(a) the compensation and expenses of all officers and
employees of the Fund;

(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;

(d) premiums for such insurance as may be agreed upon by you
and the Directors.

(a) any and all expenses, taxes and governmental fees
incurred by the Corporation or the Fund prior to the
effective date of this Agreement;

(d) legal, accounting and auditing fees and expenses of the
Corporation or the Fund;

(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;

<PAGE> 6

(f) taxes and governmental fees assessed against the
Corporation's or the Fund's assets and payable by the
Corporation;

(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;

(h) brokers' commissions and underwriting fees; and

(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.

<PAGE> 7

<PAGE> 8

meeting called for the purpose of voting on such approval, and (b)
a majority of the outstanding voting securities of the Fund, as
defined in the 1940 Act.

12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Series, Inc. and
John Hancock Emerging Growth Fund are the designations of the
Directors under the Articles of Incorporation, dated June 22,
1987, as amended from time to time. The Articles of Incorporation
and all amendments thereto have been filed with the Secretary of
State of the State of Maryland. The obligations of the
Corporation and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the
Directors, shareholders, officers, employees or agents of the
Corporation or the Fund, but only the Fund's property shall be
bound. The Fund shall not be liable for the obligations of any
other series of the Corporation.

<PAGE> 9

Very truly yours,

JOHN HANCOCK SERIES, INC.
on behalf of
John Hancock Emerging Growth Fund

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

The foregoing contract
is hereby agreed to as
of the date hereof.

JOHN HANCOCK ADVISERS, INC.

/s/ Anne C. Hodsdon
By: ________________________
Anne C. Hodsdon
Executive Vice President

<PAGE> 1
EXHIBIT 99.5a3

JOHN HANCOCK HIGH YIELD TAX-FREE FUND, a series of

John Hancock Series, Inc.

Investment Management Contract

Dated: December 22, 1994

<PAGE> 2

JOHN HANCOCK HIGH YIELD TAX-FREE FUND, a series of
John Hancock Series, Inc.

Boston, Massachusetts

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Investment Management Contract
------------------------------

Ladies and Gentlemen:

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

(a) Articles of Incorporation, dated June 22, 1987, as
amended from time to time (the "Articles");

(b) By-Laws of the Corporation as in effect on the date
hereof;

(c) Resolutions of the Directors selecting the Adviser as
investment adviser for the Corporation and the Fund and
approving the form of this Agreement; and

(d) Commitments, limitations and undertakings made by the
Corporation to state securities or "blue sky"
authorities for the purpose of qualifying shares of the

<PAGE> 3

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

(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;

<PAGE> 4

(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Corporation; and

(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.

<PAGE> 5

3. Expenses of the Fund. You will pay:
---------------------

(a) the compensation and expenses of all officers and
employees of the Fund;

(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;

(d) premiums for such insurance as may be agreed upon by you
and the Directors.

(a) any and all expenses, taxes and governmental fees
incurred by the Corporation or the Fund prior to the
effective date of this Agreement;

(d) legal, accounting and auditing fees and expenses of the
Corporation or the Fund;

(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;

<PAGE> 6

(f) taxes and governmental fees assessed against the
Corporation's or the Fund's assets and payable by the
Corporation;

(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;

(h) brokers' commissions and underwriting fees; and

(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.

<TABLE>
5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by you
as herein provided, the Fund will pay you monthly, a fee at the
following annual rates of the Fund's average daily net assets:

<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $75 million 0.625%
Next $75 million 0.5625%
Amount over $150 million 0.500%
</TABLE>

<PAGE> 7

they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with
you. The Corporation acknowledges that it has adopted the name
"John Hancock Series, Inc." and the Fund has adopted the name
"John Hancock High Yield Tax-Free Fund" through permission of John
Hancock Mutual Life Insurance Company, a Massachusetts insurance
company, and agrees that John Hancock Mutual Life Insurance
Company reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the name "John
Hancock" or any similar name to any other corporation or entity,
including but not limited to any investment company of which John
Hancock Mutual Life Insurance Company or any subsidiary or
affiliate thereof shall be the investment adviser.

11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which

<PAGE> 8

enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Directors, including a majority of the
Directors who are not interested persons of you or (other than as
Directors) of the Corporation or the Fund, cast in person at a
meeting called for the purpose of voting on such approval, and (b)
a majority of the outstanding voting securities of the Fund, as
defined in the 1940 Act.

12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Series, Inc. and
John Hancock High Yield Tax-Free Fund are the designations of the
Directors under the Articles of Incorporation, dated June 22,
1987, as amended from time to time. The Articles of Incorporation
and all amendments thereto have been filed with the Secretary of
State of the State of Maryland. The obligations of the
Corporation and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the
Directors, shareholders, officers, employees or agents of the
Corporation or the Fund, but only the Fund's property shall be
bound. The Fund shall not be liable for the obligations of any
other series of the Corporation.

<PAGE> 9

Very truly yours,

JOHN HANCOCK SERIES, INC.
on behalf of
John Hancock High Yield Tax-Free Fund

/s/ Thomas M. Simmons
By: _________________________________
Thomas M. Simmons
President

The foregoing contract
is hereby agreed to as
of the date hereof.

JOHN HANCOCK ADVISERS, INC.

/s/ Anne C. Hodsdon
By: _______________________
Anne C. Hodsdon
Executive Vice President

<PAGE> 1

EXHIBIT 99.5a4

JOHN HANCOCK GOVERNMENT INCOME FUND, a series of

John Hancock Series, Inc.

Investment Management Contract

Dated: December 22, 1994

<PAGE> 2

JOHN HANCOCK GOVERNMENT INCOME FUND, a series of
John Hancock Series, Inc.

Boston, Massachusetts

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Investment Management Contract
------------------------------

Ladies and Gentlemen:

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

(a) Articles of Incorporation, dated June 22, 1987, as
amended from time to time (the "Articles");

(b) By-Laws of the Corporation as in effect on the date
hereof;

(c) Resolutions of the Directors selecting the Adviser as
investment adviser for the Corporation and the Fund and
approving the form of this Agreement; and

(d) Commitments, limitations and undertakings made by the
Corporation to state securities or "blue sky"
authorities for the purpose of qualifying shares of the

<PAGE> 3

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

(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;

<PAGE> 4

(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Corporation; and

(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.

<PAGE> 5

3. Expenses of the Fund. You will pay:
---------------------

(a) the compensation and expenses of all officers and
employees of the Fund;

(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;

(d) premiums for such insurance as may be agreed upon by you
and the Directors.

(a) any and all expenses, taxes and governmental fees
incurred by the Corporation or the Fund prior to the
effective date of this Agreement;

(d) legal, accounting and auditing fees and expenses of the
Corporation or the Fund;

(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;

<PAGE> 6

(f) taxes and governmental fees assessed against the
Corporation's or the Fund's assets and payable by the
Corporation;

(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;

(h) brokers' commissions and underwriting fees; and

(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.

<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Amount over $500 million 0.600%
</TABLE>

<PAGE> 7

they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with
you. The Corporation acknowledges that it has adopted the name
"John Hancock Series, Inc." and the Fund has adopted the name
"John Hancock Government Income Fund" through permission of John
Hancock Mutual Life Insurance Company, a Massachusetts insurance
company, and agrees that John Hancock Mutual Life Insurance
Company reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the name "John
Hancock" or any similar name to any other corporation or entity,
including but not limited to any investment company of which John
Hancock Mutual Life Insurance Company or any subsidiary or
affiliate thereof shall be the investment adviser.

11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which

<PAGE> 8

12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Series, Inc. and
John Hancock Government Income Fund are the designations of the
Directors under the Articles of Incorporation, dated June 22,
1987, as amended from time to time. The Articles of Incorporation
and all amendments thereto have been filed with the Secretary of
State of the State of Maryland. The obligations of the
Corporation and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the
Directors, shareholders, officers, employees or agents of the
Corporation or the Fund, but only the Fund's property shall be
bound. The Fund shall not be liable for the obligations of any
other series of the Corporation.

<PAGE> 9

Very truly yours,

JOHN HANCOCK SERIES, INC.
on behalf of
John Hancock Government Income Fund

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

The foregoing contract
is hereby agreed to as
of the date hereof.

JOHN HANCOCK ADVISERS, INC.

/s/ Anne C. Hodsdon
By: ________________________
Anne C. Hodsdon
Executive Vice President

<PAGE> 1

EXHIBIT 99.5A5

JOHN HANCOCK MONEY MARKET FUND B, a series of

John Hancock Series, Inc.

Investment Management Contract

Dated: December 22, 1994

<PAGE> 2

JOHN HANCOCK MONEY MARKET FUND B, a series of
John Hancock Series, Inc.

Boston, Massachusetts

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Investment Management Contract
------------------------------

Ladies and Gentlemen:

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

(a) Articles of Incorporation, dated June 22, 1987, as
amended from time to time (the "Articles");

(b) By-Laws of the Corporation as in effect on the date
hereof;

(c) Resolutions of the Directors selecting the Adviser as
investment adviser for the Corporation and the Fund and
approving the form of this Agreement; and

(d) Commitments, limitations and undertakings made by the
Corporation to state securities or "blue sky"
authorities for the purpose of qualifying shares of the

<PAGE> 3

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

(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;

2
<PAGE> 4

(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Corporation; and

(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.

<PAGE> 5

3. Expenses of the Fund. You will pay:
---------------------

(a) the compensation and expenses of all officers and
employees of the Fund;

(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;

(d) premiums for such insurance as may be agreed upon by you
and the Directors.

(a) any and all expenses, taxes and governmental fees
incurred by the Corporation or the Fund prior to the
effective date of this Agreement;

(d) legal, accounting and auditing fees and expenses of the
Corporation or the Fund;

(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;

<PAGE> 6

(f) taxes and governmental fees assessed against the
Corporation's or the Fund's assets and payable by the
Corporation;

(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;

(h) brokers' commissions and underwriting fees; and

(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.

<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $500 million 0.5000%
Next $250 million 0.4250%
Next $250 million 0.3750%
Next $500 million 0.3500%
Next $500 million 0.3250%
Next $500 million 0.3000%
Amount over $2.5 billion 0.2750%
</TABLE>

<PAGE> 7

8. NAME OF THE CORPORATION AND FUND. The Corporation and the
Fund may use the name "John Hancock" or any name derived from or
similar to the name "John Hancock Advisers, Inc." or "John Hancock
Mutual Life Insurance Company" only for so long as this Agreement
remains in effect. At such time as this Agreement shall no longer
be in effect, the Corporation and the Fund will (to the extent
they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with
you. The Corporation acknowledges that it has adopted the name
"John Hancock Series, Inc." and the Fund has adopted the name
"John Hancock Money Market Fund B" through permission of John
Hancock Mutual Life Insurance Company, a Massachusetts insurance
company, and agrees that John Hancock Mutual Life Insurance
Company reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the name "John
Hancock" or any similar name to any other corporation or entity,
including but not limited to any investment company of which John
Hancock Mutual Life Insurance Company or any subsidiary or
affiliate thereof shall be the investment adviser.

<PAGE> 8

(particularly the definitions of "assignment," "interested person"
and "voting security") shall be applied.

12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Series, Inc. and
John Hancock Money Market Fund B are the designations of the
Directors under the Articles of Incorporation, dated June 22,
1987, as amended from time to time. The Articles of Incorporation
and all amendments thereto have been filed with the Secretary of
State of the State of Maryland. The obligations of the
Corporation and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the
Directors, shareholders, officers, employees or agents of the
Corporation or the Fund, but only the Fund's property shall be
bound. The Fund shall not be liable for the obligations of any
other series of the Corporation.

<PAGE> 9

Very truly yours,

JOHN HANCOCK SERIES, INC.
on behalf of
John Hancock Money Market Fund B

/s/ Thomas M. Simmons
By: _________________________________
Thomas M. Simmons
President

The foregoing contract
is hereby agreed to as
of the date hereof.

JOHN HANCOCK ADVISERS, INC.

/s/ Anne C. Hodsdon
By: ________________________
Anne C. Hodsdon
Executive Vice President

<PAGE> 1
EXHIBIT 99.5a6

JOHN HANCOCK HIGH YIELD BOND FUND, a series of

John Hancock Series, Inc.

Investment Management Contract

Dated: December 22, 1994

<PAGE> 2

JOHN HANCOCK HIGH YIELD BOND FUND, a series of
John Hancock Series, Inc.

Boston, Massachusetts

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Investment Management Contract
------------------------------

Ladies and Gentlemen:

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

(a) Articles of Incorporation, dated June 22, 1987, as
amended from time to time (the "Articles");

(b) By-Laws of the Corporation as in effect on the date
hereof;

(c) Resolutions of the Directors selecting the Adviser as
investment adviser for the Corporation and the Fund and
approving the form of this Agreement; and

(d) Commitments, limitations and undertakings made by the
Corporation to state securities or "blue sky"
authorities for the purpose of qualifying shares of the

<PAGE> 3

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

(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;

<PAGE> 4

(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Corporation; and

(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.

3
<PAGE> 5

3. Expenses of the Fund. You will pay:
--------------------

(a) the compensation and expenses of all officers and
employees of the Fund;

(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;

(d) premiums for such insurance as may be agreed upon by you
and the Directors.

(a) any and all expenses, taxes and governmental fees
incurred by the Corporation or the Fund prior to the
effective date of this Agreement;

(d) legal, accounting and auditing fees and expenses of the
Corporation or the Fund;

(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;

<PAGE> 6

(f) taxes and governmental fees assessed against the
Corporation's or the Fund's assets and payable by the
Corporation;

(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;

(h) brokers' commissions and underwriting fees; and

(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.

<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $75 million 0.625%
Next $75 million 0.5625%
Amount over $150 million 0.500%
</TABLE>

<PAGE> 7

they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with
you. The Corporation acknowledges that it has adopted the name
"John Hancock Series, Inc." and the Fund has adopted the name
"John Hancock High Yield Bond Fund" through permission of John
Hancock Mutual Life Insurance Company, a Massachusetts insurance
company, and agrees that John Hancock Mutual Life Insurance
Company reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the name "John
Hancock" or any similar name to any other corporation or entity,
including but not limited to any investment company of which John
Hancock Mutual Life Insurance Company or any subsidiary or
affiliate thereof shall be the investment adviser.

11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which

<PAGE> 8

12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Series, Inc. and
John Hancock High Yield Bond Fund are the designations of the
Directors under the Articles of Incorporation, dated June 22,
1987, as amended from time to time. The Articles of Incorporation
and all amendments thereto have been filed with the Secretary of
State of the State of Maryland. The obligations of the
Corporation and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the
Directors, shareholders, officers, employees or agents of the
Corporation or the Fund, but only the Fund's property shall be
bound. The Fund shall not be liable for the obligations of any
other series of the Corporation.

<PAGE> 9

Very truly yours,

JOHN HANCOCK SERIES, INC.
on behalf of
John Hancock High Yield Bond Fund

/s/ Thomas M. Simmons
By: __________________________________
Thomas M. Simmons
President

The foregoing contract
is hereby agreed to as
of the date hereof.

JOHN HANCOCK ADVISERS, INC.

/s/ Anne C. Hodsdon
By: _______________________
Anne C. Hodsdon
Executive Vice President

<PAGE> 1
EXHIBIT 99.5b1

JOHN HANCOCK HIGH YIELD TAX-FREE FUND, a series of
JOHN HANCOCK SERIES, INC.

SUB-ADVISORY AGREEMENT

Agreement made as of December 22, 1994 between John Hancock Advisers,
Inc., (the "Investment Manager"), and Transamerica Investment Services, Inc., a
Delaware corporation (the "Sub- adviser").

WHEREAS, the Investment Manager has entered into an Investment
Management Agreement dated December 22, 1994 (the "Investment Management
Agreement"), with John Hancock High Yield Tax-Free Fund (the "Fund"), a series
of John Hancock Series, Inc. (the "Corporation"), pursuant to which the
Investment Manager will act as Investment Manager of the Fund.

WHEREAS, the Investment Manager desires to retain the Sub- adviser to
provide investment advisory services to the Fund in connection with the
management of the Fund and the Sub-adviser is willing to render such
investment advisory services.

NOW, THEREFORE, the Parties agree as follows:

1. (a) Subject to the supervision of the Investment Manager and of
the Directors of the Corporation, the Sub-adviser shall manage the investment
operations of the Fund and the composition of the Fund's portfolio, including
the purchase, retention and disposition thereof, in accordance with the Fund's
investment objectives, policies and restrictions as stated in the Prospectus
(such Prospectus and Statement of Additional Information as currently in effect
and as amended or supplemented from time to time, being herein called the
"Prospectus"), and subject to the following understandings:

(i) The Sub-adviser shall provide supervision of the Fund's
investments and shall determine from time to time what investments
and securities will be purchased, retained, sold or loaned by the
Fund, and what portion of the assets will be invested or held
uninvested as cash.

(ii) In the performance of its duties and obligations under
this Agreement, the Sub-adviser shall act in conformity with the
Charter, By-Laws and Prospectus of the
<PAGE> 2
Fund and with the instructions and directions of the Investment
Manager and of the Directors of the Corporation and will conform to
and comply with the requirements of the Investment Company Act of
1940 (the "1940 Act"), the Internal Revenue Code, as amended, and all
other applicable federal and state laws and regulations.

(iii) The Sub-adviser shall determine the securities to be
purchased or sold by the Fund and will place orders with or through
such persons, brokers or dealers in the manner as set forth in the
Fund's Registration Statement and Prospectus or as the Directors may
direct from time to time.

(iv) The Sub-adviser shall provide both the Fund's Custodian
and the Investment Manager on each business day with information
relating to all transactions concerning the Fund's assets.

(v) The investment management services provided by the
Sub-adviser hereunder are not to be deemed exclusive, and the
Sub-adviser shall be free to render similar services to others.

(b) The Sub-adviser shall authorize and permit any of its directors,
officers and employees who may be elected as Directors or officers of the
Corporation to serve in the capacities in which they are elected. Services to
be furnished by the Sub-adviser under this Agreement may be furnished through
the medium of any of such directors, officers or employees.

(c) The Sub-adviser shall keep the Fund's books and records required
to be maintained by the Sub-adviser pursuant to Paragraph 1(a) hereof and as
required by Rule 31a-1 (pursuant to subsections (b)(5), (b)(9), (b)(10),
(b)(11) and (f)) and shall timely furnish to the Investment Manager all
information relating to the Sub-adviser's services hereunder needed by the
Investment Manager to keep the other books and records of the Fund required by
Rule 31a-1 under the 1940 Act. The Sub-adviser agrees that all records which
it maintains for the Fund are the property of the Fund and the Sub-adviser
will surrender promptly to the Fund any of such records upon the Fund's
request, provided however that the Sub-adviser may retain a copy of such
records. The Sub-adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Securities and Exchange Commission under the
1940 Act any such records as are required to be maintained by it pursuant to
paragraph 1(a) hereof.

-2-

<PAGE> 3

2. The Investment Manager shall continue to have responsibility for
all services to be provided to the Fund pursuant to the Investment Management
Agreement and shall oversee and review the Sub-adviser's performance of its
duties under this Agreement.

3. The Investment Manager shall reimburse the Sub-adviser for
reasonable costs and expenses incurred by the Sub-adviser in furnishing the
services described in paragraph 1 hereof, such costs and expenses to be
determined in a manner acceptable to the Investment Manager and Sub-adviser.

4. The Sub-adviser shall not be liable for any error of judgment or
for any loss suffered by the Fund or the Investment Manager in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the Sub-adviser's part in
the performance of its duties or from its reckless disregard of its obligations
and duties under this Agreement.

5. This Agreement shall continue in effect for a period of more than
one year from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of 1940 Act;
provided, however, that this Agreement may be terminated by the Fund at any
time, without the payment of any penalty, by the Directors of the Corporation
or by vote of a majority of the outstanding voting securities (as defined in
the 1940 Act) of the Fund, or by the Investment Manager or the Sub-adviser at
any time, without the payment of any penalty, on not less than 60 days' written
notice to the other party and the Fund (in the case of termination by a
party), or to each party (in the case of termination by the Fund). This
Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act and the rules thereunder).

6. Nothing in this Agreement shall limit or restrict the right of any
of the Sub-adviser's directors, officers or employees who may also be a
Director, officer or employee of the Corporation to engage in any other
business or to devote his or her time and attention in part to the management
or other aspects of any business, whether of a similar or a dissimilar nature,
nor limit nor restrict the Sub-adviser's right to engage in any other business
or to render services of any kind to any other corporation, firm, individual or
association.

-3-

<PAGE> 4

7. This Agreement may be amended by mutual consent, but the consent
of the Fund must be obtained in conformity with the requirements of the 1940
Act.

8. This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts and the applicable provisions of the 1940
Act. To the extent the applicable laws of the Commonwealth of Massachusetts
or any of the provisions herein conflict with the applicable provisions of the
1940 Act, the latter shall control

9. The obligations of the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the Directors,
shareholders, officers, employees or agents of the Corporation, but only the
Fund's property shall be bound.

-4-
<PAGE> 5

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.

JOHN HANCOCK ADVISERS, INC.

/s/ John A. Morin
By: ______________________________
John A. Morin
Vice President

TRANSAMERICA INVESTMENT SERVICES,
INC.

Gary V. Rolle
By: ______________________________

Gary V. Rolle
Name: ____________________________

Title: Executive Vice President and
Chief Investment Officer

-5-

<PAGE> 1
EXHIBIT 99.____

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
------------------------------------------------------

AMENDED AND RESTATED AGREEMENT made as of the 22nd day of December,
1994 by and between John Hancock Series, Inc., a Maryland corporation (the
"Corporation"), on behalf of John Hancock Money Market Fund B (the "Fund"), and
Transamerica Fund Management Company, a Delaware corporation (the "Investment
Adviser"), and Transamerica Fund Distributors, Inc., a Maryland corporation
(the "Distributor"):

WHEREAS, the Corporation is engaged in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and

WHEREAS, each of the Investment Adviser and the Distributor are
registered as an investment adviser under the Investment Advisers Act of 1940,
and engages in the business of acting as Investment Adviser or Distributor and
providing certain other services to certain investment companies, including the
Fund; and

WHEREAS, each of the Investment Adviser and the Distributor are
registered as broker dealers under the Securities Exchange Act of 1934, as
amended, and serves as the principal underwriter of the shares of each of the
investment companies for which the Investment Adviser and the Distributor serve
as investment advisers; and

WHEREAS, the Corporation desires to retain the Investment Adviser and
the Distributor to render certain additional services to the Fund regarding
certain bookkeeping, accounting and administrative services (the "Services") in
the manner and on the terms and conditions hereinafter set forth; and

WHEREAS, each of the Investment Adviser and the Distributor desires to
be retained to perform such services on said terms and conditions;

Now, Therefore, this agreement

W I T N E S S E T H:

that in consideration of the premises and the mutual covenants hereinafter
contained, the Corporation and each of the Investment Adviser and the
Distributor agree as follows:

1. The Corporation hereby retains each of the Investment Adviser and
the Distributor, as the case may be, to provide to the Corporation:

<PAGE> 2

A) such accounting and bookkeeping services and functions as
are reasonably necessary for the operation of the Fund. Such
services shall include, but shall not be limited to, preparation and
maintenance of the following books, records and other documents: (1)
journals containing daily itemized records of all purchases and
sales, and receipts and deliveries of securities and all receipts and
disbursements of cash and all other debits and credits, in the form
required by Rule 31a-1(b)(1) under the Act; (2) general and auxiliary
ledgers reflecting all asset, liability, reserve, capital, income and
expense accounts, in the form required by Rules 31a-1(b)(2)(i)-(iii)
under the Act; (3) a securities record or ledger reflecting
separately for each portfolio security as of trade date all "long"
and "short" positions carried by the Corporation for the account of
the Fund, if any, and showing the location of all securities long and
the off-setting position to all securities short, in the form required
by Rule 31a-1(b)(3) under the Act; (4) a record of all portfolio
purchases or sales, in the form required by Rule 31a-1(b)(6) under the
Act; (5) a record of all puts, calls, spreads, straddles and all
other options, if any, in which the Fund has any direct or indirect
interest or which the Fund has granted or guaranteed, in the form
required by Rule 31a-1(b)(7) under the Act; (6) a record of the proof
of money balances in all ledger accounts maintained pursuant to this
Agreement, in the form required by Rule 31a-1(b)(8) under the Act; and
(7) price make-up sheets and such records as are necessary to reflect
the determination of the Fund's net asset value. The foregoing books
and records shall be maintained by the Investment Adviser in
accordance with and for the time periods specified by applicable rules
and regulations, including Rule 31a-2 under the Act. All such books
and records shall be the property of the Fund and upon request
therefor, the Investment Adviser shall surrender to the Corporation
such of the books and records so requested; and B) certain
administrative services including, but not limited to, administrative
services to shareholders of the Fund to respond to inquiries related
to shareholder accounts, processing confirmed purchase and redemption
transactions, processing certain shareholder transactions, and
maintaining dealer information related to shareholder accounts and
typesetting and other financial printing services for the Corporation.

2. Each of the Investment Adviser and the Distributor shall, at its
own expense, maintain such staff and employ or retain such personnel and
consult with such other persons as it shall from time to time determine to be
necessary or useful to the performance of its obligations under this
Agreement. Without

-2-
<PAGE> 3

limiting the generality of the foregoing, such staff and personnel shall
be deemed to include officers of the Investment Adviser, the Distributor and
persons employed or otherwise retained by the Investment Adviser and the
Distributor to provide or assist in providing of the services to the Fund.

3. Each of the Investment Adviser and the Distributor, as the case
may be, shall provide such office space, facilities and equipment (including,
but not limited to, telecommunication equipment and general office supplies)
and such clerical help and other services as shall be necessary to provide the
services to the Fund. In addition, each of the Investment Adviser and the
Distributor, as the case may be, may arrange on behalf of the Corporation and
the Fund to obtain: (1) data processing or other services, subject to
approval by a majority of the Corporation's Board of Directors, as necessary
to assist it in providing the Services to the Fund, (2) pricing information
regarding the Fund's investment securities from such company or companies as
are approved by a majority of the Corporation's Board of Directors and (3)
computer and telecommunication lines and equipment used to provide the
aforementioned services to the Fund, subject to approval by a majority of the
Corporation's Board of Directors and the Corporation shall be financially
responsible to such company or companies as aforesaid, for the reasonable cost
of such services.

4. The Corporation will, from time to time, furnish or otherwise make
available to each of the Investment Adviser and the Distributor, as the case
may be, such information relating to the business and affairs of the Fund as
the Investment Adviser and the Distributor, as the case may be, may each
reasonably require in order to discharge its duties and obligations hereunder.

5. The Corporation shall reimburse the Investment Adviser and the
Distributor, as the case may be, for: (1) a portion of the compensation,
including all benefits, of officers and employees of the Investment Adviser and
the Distributor, as the case may be, based upon the amount of time that such
persons actually spend in providing or assisting in providing the Services to
the Fund (including necessary supervision and review); and (2) such other
direct expenses, including, but not limited to, those listed in paragraph 3
above, incurred on behalf of the Fund that are associated with the providing
of the Services. In addition the Corporation will pay the Investment Adviser
and the Distributor a per account Administrative Fee based on the shareholder
service and recordkeeping duties performed. Such fees will be approved by a
majority of the Corporation's Board of Directors (See Schedule A). In no
event, however, shall such reimbursement exceed levels that are fair and
reasonable in light of the usual and customary charges made by others for
services of

-3-
<PAGE> 4

the same nature and quality. Compensation under this Agreement shall be
calculated and paid monthly.

6. The Investment Adviser and the Distributor will each permit
representatives of the Corporation, including the Corporation's independent
auditors, to have reasonable access to the personnel and records of the
Investment Adviser and the Distributor in order to enable such representatives
to monitor the quality of services being provided and the determination of
reimbursements due the Investment Adviser and the Distributor pursuant to this
Agreement. In addition, the Investment Adviser and the Distributor shall
promptly deliver to the Board of Directors of the Corporation such information
as may reasonably be requested from time to time to permit the Board of
Directors to make an informed determination regarding continuation of this
Agreement and the payments contemplated to be made hereunder.

7. The Investment Adviser and the Distributor each will use its best
efforts in providing the Services, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations hereunder,
neither the Investment Adviser nor the Distributor shall be liable to the
Corporation or the Fund or any of the Fund investors for any error or
judgment or mistake of law or any act of omission either by the Investment
Adviser or the Distributor or for any losses sustained by the Corporation, the
Fund or the Fund investors.

8. The Investment Adviser and the Distributor each may assign all or
any part of their respective obligations under this Agreement, and any such
assignment will not cause this Agreement to terminate. Notwithstanding any
such assignment, the Investment Adviser and the Distributor shall remain
responsible for the performance of their respective obligations hereunder.

9. This Agreement shall remain in effect until no later than
December 20, 1996 and from year to year thereafter provided such continuance
is approved at least annually by the vote of a majority of the Directors of the
Corporation who are not parties to this Agreement or "interested persons" (as
defined in the Act) of any such party, which vote must be cast in person at a
meeting called for the purpose of voting on such approval; and further
provided, however, that (a) the Corporation may, at any time and without the
payment of any penalty, terminate this Agreement upon thirty days written
notice to the Investment Adviser or the Distributor and (b) either the
Investment Adviser or the Distributor may terminate this Agreement without
payment of penalty on sixty days' written notice to the Corporation. Any
notice under this Agreement shall be given in writing, addressed and
delivered, or mailed post-paid, to the other party at the principal office of
such party.

-4-

<PAGE> 5

10. This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and the applicable provisions of the Act. To
the extent the applicable law of The Commonwealth of Massachusetts or any of
the provisions herein conflict with the applicable provisions of the Act, the
latter shall control.

11. The Directors have authorized the execution of this Agreement in
their capacity as Directors and not individually and the Investment Adviser
and the Distributor agree that neither the shareholders of the Fund nor the
Directors nor any officer, employee, representative or agent of the Corporation
shall be personally liable upon, nor shall resort be had to their private
property for the satisfaction of, obligations given, executed or delivered on
behalf of or by the Fund; that the shareholders of the Fund, the Directors,
officers, employees, representatives and agents of the Corporation shall not
be personally liable hereunder; and that they shall look solely to the property
of the Corporation for the satisfaction of any claim hereunder.

-5-
<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.

TRANSAMERICA FUND MANAGEMENT JOHN HANCOCK SERIES, INC.
COMPANY on behalf of
John Hancock Money Market Fund B

By:_________________________ By:_____________________________
Anne C. Hodsdon Thomas M. Simmons
President President

TRANSAMERICA FUND DISTRIBUTORS, INC.

By:_________________________________
Name:_______________________________
Title:______________________________

-6-
<PAGE> 7

<TABLE>
Schedule A
----------

Reimbursement for shareholder and other activities under Section 1.B of the
Administrative Services Agreements.

<CAPTION>
Reimbursement
Amount per
Fund Account per Year
- ---- ----------------
<S> <C>
John Hancock Capital Growth Fund $4

John Hancock California Tax-Free Income Fund,
Class A & Class B $4

John Hancock Cash Reserve, Inc. $3

John Hancock Tax-Free Bond Fund, Class A &
Class B $4

John Hancock Bond Fund
- ----------------------

John Hancock Investment Quality Bond Fund $4
John Hancock Government Securities Trust $4
John Hancock U.S. Government Trust $4
John Hancock Intermediate Government Trust $4
John Hancock Adjustable U.S. Government Fund $4
John Hancock Adjustable U.S. Government Trust,
Class A & Class B $4

John Hancock Investment Trust
- -----------------------------

John Hancock Growth and Income Fund,
Class A & Class B $4

John Hancock Series. Inc.
- -------------------------

John Hancock Money Market Fund B $4
John Hancock Government Income Fund $4
John Hancock High Yield Tax-Free Fund $4
John Hancock High Yield Bond Fund $4
John Hancock Emerging Growth Fund,
Class A & Class B $4
John Hancock Global Resources Fund $4

John Hancock Current Interest
- -----------------------------

John Hancock U.S. Government Cash Reserve $3

</TABLE>

-7-
<PAGE> 8

Additional Duties to be Performed Under Section 1.B of the Administrative
Services Agreement:

In addition to responding to inquiries related to shareholder accounts,
Transamerica Fund Management Co. ("TFMC") or Transamerica Fund Distributors,
Inc. ("TFD"), as the case may be, will also process shareholder telephone
requests for exchanges, Fed wire purchases and telephone redemptions. TFMC
and TFD, as the case may be, will also process shareholder wire order
purchases and redemption requests placed through dealers. In addition, TFMC
and TFD, as the case may be, will maintain dealer, branch, and representative
data on the transfer agency system for all shareholder accounts.

-8-

<PAGE> 1
EXHIBIT 99.B6

December 22, 1994

John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Distribution Agreement

Dear Sir:

JOHN HANCOCK SERIES, INC. (the "Corporation") has been organized as a
corporation under the laws of the State of Maryland to engage in the business of
an investment company. The Corporation's Board of Directors has selected you to
act as principal underwriter (as such term is defined in Section 2(a)(29) of the
Investment Company Act of 1940, as amended) of the shares of common stock
("shares") of each series of the Corporation (collectively, the "Funds") and you
are willing, as agent for the Corporation, to sell the shares to the public, to
broker-dealers or to both, in the manner and on the conditions hereinafter set
forth. Accordingly, the Corporation hereby agrees with you as follows:

1. Delivery of Documents. The Corporation will furnish you promptly with
copies, properly certified or otherwise authenticated, of any registration
statements filed by it with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, together with any financial statements and exhibits included therein,
and all amendments or supplements thereto hereafter filed.

2. Registration and Sale of Additional Shares. The Corporation will from time
to time use its best efforts to register under the Securities Act of 1933, as
amended, such shares not already so registered as you may reasonably be expected
to sell as agent on behalf of the Corporation. This Agreement relates to the
issue and sale of shares that are duly authorized and registered and available
for sale by the Corporation if, but only if, the Corporation sees fit to sell
them. You and the Corporation will cooperate in taking such action as may be
necessary from time to time to qualify shares for sale in Massachusetts and in
any other states mutually agreeable to you and the Corporation, and to maintain
such qualification if and so long as such shares are duly registered under the
Securities Act of 1933, as amended.

3. Solicitation of Orders. You will use your best efforts (but only in states
in which you may lawfully do so) to obtain from investors unconditional orders
for shares authorized for issue by the Corporation and registered under the
Securities Act of 1933,

<PAGE> 2

as amended, provided that you may in your discretion refuse to accept orders for
such shares from any particular applicant.

4. Sale of Shares. Subject to the provisions of Sections 5 and 6 hereof and
to such minimum purchase requirements as may from time to time be currently
indicated in a Fund's prospectus, you are authorized to sell as agent on behalf
of the Corporation authorized and issued shares registered under the Securities
Act of 1933, as amended. Such sales may be made by you on behalf of the
Corporation by accepting unconditional orders to purchase such shares placed
with your investors. The sales price to the public of such shares shall be the
public offering price as defined in Section 6 hereof.

5. Sale of Shares to Investors by the Corporation. Any right granted to you
to accept orders for shares or make sales on behalf of the Corporation will not
apply to shares issued in connection with the merger or consolidation of any
other investment company with the Corporation or any Fund or the Corporation's
or a Fund's acquisition, by purchase or otherwise, of all or substantially all
the assets of any investment company or substantially all the outstanding shares
of any such company, and such right shall not apply to shares that may be
offered or otherwise issued by a Fund to shareholders by virtue of their being
shareholders of the Fund.

6. Public Offering Price. All shares sold by you as agent for the Corporation
will be sold at the public offering price, which will be determined in the
manner provided in the applicable Fund's prospectus or statement of additional
information, as now in effect or as it may be amended.

7. No Sales Discount. The Corporation shall receive the applicable net asset
value on all sales of shares by you as agent of the Corporation.

8. Delivery of Payments. You will deliver to the Corporation's transfer agent
all payments made pursuant to orders accepted by you, and accompanied by proper
applications for the purchase of shares, no later than the first business day
following the receipt by you in your home office of such payments and
applications.

9. Suspension of Sales. If and whenever a suspension of the right of
redemption or a postponement of the date of payment or redemption has been
declared pursuant to the Corporation's Charter and has become effective, then,
until such suspension or postponement is terminated, no further orders for
shares shall be accepted by you except such unconditional orders placed with you
before you have knowledge of the suspension. The Corporation reserves the right
to suspend the sale of shares and your authority to accept orders for shares on
behalf of the Corporation

-2-
<PAGE> 3

if in the judgment of a majority of the Corporation's Board of Directors, it is
in the best interests of the Corporation to do so, such suspension to continue
for such period as may be determined by such majority; and in that event, no
shares will be sold by the Corporation or by you on behalf of the Corporation
while such suspension remains in effect except for shares necessary to cover
unconditional orders accepted by you before you had knowledge of the suspension.

10. Expenses. The Corporation will pay (or will enter into arrangements
providing that persons other than you will pay) all fees and expenses in
connection with the preparation and filing of any registration statement and
prospectus or amendments thereto under the Securities Act of 1933, as amended,
covering the issue and sale of shares and in connection with the qualification
of shares for sale in the various states in which the Corporation shall
determine it advisable to qualify such shares for sale. It will also pay the
issue taxes or (in the case of shares redeemed) any initial transfer taxes
thereon. You will pay all expenses of printing prospectuses and other sales
literature, all fees and expenses in connection with your qualification as a
dealer in various states, and all other expenses in connection with the sale and
offering for sale of the shares of the Corporation which have not been herein
specifically allocated to the Corporation.

11. Conformity with Law. You agree that in selling the shares you will duly
conform in all respects with the laws of the United States and any state in
which such shares may be offered for sale by you pursuant to this Agreement.

12. Indemnification. You agree to indemnify and hold harmless the Corporation
and each of its directors and officers and each person, if any, who controls the
Corporation within the meaning of Section 15 of the Securities Act of 1933, as
amended, against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which the Corporation or such directors,
officers or controlling person may become subject under such Act, under any
other statute, at common law or otherwise, arising out of the acquisition of any
shares by any person which (a) may be based upon any wrongful act by you or any
of your employees or representatives or (b) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus or statement of additional information
covering shares of a Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon information furnished or
confirmed in writing to the Corporation by you, or (c) may be incurred or arise
by reason of your acting as the

-3-

<PAGE> 4

director's agent instead of purchasing and reselling shares as principal in
distributing shares to the public, provided that in no case is your indemnity in
favor of a director or officer of the Corporation or any other person deemed to
protect such director or officer of the Corporation or other person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement.

You are not authorized to give any information or to make any
representations on behalf of the Corporation or in connection with the sale of
shares other than the information and representations contained in a
registration statement, prospectus, or statement of additional information
covering shares, as such registration statement, prospectus and statement of
additional information may be amended or supplemented from time to time. No
person other than you is authorized to act as principal underwriter for the
Corporation.

13. Duration and Termination of this Agreement. With respect to each Fund,
this Agreement shall remain in force until two years from the date hereof and
from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the Board of
Directors of the Corporation who are not interested persons of you (other than
as directors) or of the Fund, cast in person at a meeting called for the purpose
of voting on such approval, and (b) either (i) the Board of Directors of the
Corporation, or (ii) a majority of the outstanding voting securities of the
Fund. This Agreement may, on 60 days' written notice, be terminated as to one
or more Funds at any time, without the payment of any penalty, by the Board of
Directors of the Corporation, by a vote of a majority of the outstanding voting
securities of each affected Fund, or by you. This Agreement will automatically
terminate in the event of its assignment by you. In interpreting the provisions
of this Section 13, the definitions contained in Section 2(a) of the Investment
Company Act of 1940, as amended (particularly the definitions of "interested
person," "assignment" and "voting security"), shall be applied.

14. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Corporation should at any time deem
it necessary or advisable in the best interests of the Corporation that any
amendment of this agreement be made in order to comply with the recommendations
or requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any

-4-

<PAGE> 5

advantage under state or federal tax laws and should notify you of the form of
such amendment, and the reasons therefor, and if you should decline to assent to
such amendment, the Corporation may terminate this Agreement forthwith. If you
should at any time request that a change be made in the Corporation's Charter or
By-Laws, or in its methods of doing business, in order to comply with any
requirements of federal law or regulations of the Securities and Exchange
Commission or of a national securities association of which you are or may be a
member, relating to the sale of shares, and the Corporation should not make such
necessary change within a reasonable time, you may terminate this Agreement
forthwith.

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

-5-
<PAGE> 6

Very truly yours,

JOHN HANCOCK SERIES, INC.
on behalf of
John Hancock Emerging Growth Fund
John Hancock Global Resources Fund
John Hancock Government Income Fund
John Hancock High Yield Bond Fund
John Hancock High Yield Tax-Free Fund
John Hancock Money Market Fund B

/s/ Thomas M. Simmons
By: _______________________________________
Thomas M. Simmons
President

The foregoing Agreement is hereby
accepted as of the date hereof

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

-6-

<PAGE> 1

EXHIBIT 99.B6.1

SOLICITING DEALER AGREEMENT

[LOGO]

JOHN HANCOCK FUNDS, INC.

BOSTON -- MASSACHUSETTS -- 02199-7603
<PAGE> 2
JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603

[Form of]

SOLICITING DEALER AGREEMENT

Date
------------------------------

John Hancock Funds, Inc. ("the Distributor" or "Distributor") is the
principal distributor of the shares of beneficial interest (the "securities")
of each of the John Hancock Funds, ("We" or "us"), (the "Funds"). Such Funds
are those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor. You represent that you are a member
of the National Association of Securities Dealers, Inc., (the "NASD") and,
accordingly, we invite you to become a non-exclusive soliciting dealer to
distribute the securities of the Funds and you agree to solicit orders for the
purchase of the securities on the following terms. Securities are offered
pursuant to each Fund's prospectus and statement of additional information, as
such prospectus and statement of additional information may be amended from
time to time. To the extent that the prospectus or statement of additional
information contains provisions that are inconsistent with the terms of this
Agreement, the terms of the prospectus or statement of additional information
shall be controlling.

OFFERINGS

1. You agree to abide by the Rules of Fair Practice of the NASD and to all
other rules and regulations that are now or may become applicable to
transactions hereunder.

2. As principal distributor of the Funds, we shall have full authority to
take such action as we deem advisable in respect of all matters pertaining to
the distribution. This offer of shares of the Funds to you is made only in
such jurisdictions in which we may lawfully sell such shares of the Funds.

3. You shall not make any representation concerning the Funds or their
securities except those contained in the then- current prospectus or
statement of additional information for each Fund.

4. With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by the Distributor or the
Fund. All other materials must receive written approval by the Distributor
before distribution or display to the public. Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.

5. You are not authorized to act as our agent. Nothing shall constitute you
as a syndicate, association, joint venture, partnership, unincorporated
business, or other separate entity or otherwise partners with us, but you shall
be liable for your proportionate share of any tax, liability or expense based
on any claim arising from the sale of shares of the Funds under this Agreement.
We shall not be under any liability to you, except for obligations expressly
assumed by us in this Agreement and liabilities under Section 11(f) of the
Securities Act of 1933, and no obligations on our part shall be implied or
inferred herefrom.

-2-

<PAGE> 3

6. DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors. All dealers offering shares of
the Funds and their associated persons agree to comply with these general
suitability and compliance standards.

SUITABILITY

With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and
your registered representatives in light of all the facts and circumstances, to
ascertain that the class of shares to be purchased by each investor is
appropriate and suitable. These recommendations should be based on several
factors, including but not limited to:

(A) the amount of money to be invested initially and over a period of
time;
(B) the current level of front-end sales load or back-end sales load
imposed by the Fund;
(C) the period of time over which the client expects to retain the
investment;
(D) the anticipated level of yield from fixed income funds' Class A and
Class B shares;
(E) any other relevant circumstances such as the availability of
reduced sales charges under letters of intent and/or rights of
accumulation.

There are instances when one distribution financing method may be more
appropriate than another. For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity
discount on the front-end sales charge. In addition, shares subject to a
contingent deferred sales charge may be more appropriate for investors whose
orders would not qualify for quantity discounts and who, therefore, may prefer
to defer sales charges and also for investors who determine it to be
advantageous to have all of their funds invested without deduction of a
front-end sales commission. However, if it is anticipated that an investor may
redeem his or her shares within a short period of time, the investor may,
depending on the amount of his or her purchase, bear higher distribution
expenses by purchasing contingent deferred sales charge shares than if he or
she had purchased shares subject to a front-end sales charge.

COMPLIANCE

Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Soliciting Dealer Agreement for compliance with the foregoing standards.
In certain instances, it may be appropriate to discuss the purchase with the
registered representatives involved or to review the advantages and
disadvantages of selecting one class of shares over another with the client.
The Distributor will not accept orders for Class B Shares in any Fund from you
for accounts maintained in street name. Trades for Class B Shares will only be
accepted in the name of the shareholder.

7. CLASS C SHARES - Certain mutual funds distributed by the Distributor may be
offered with Class C shares. Refer to each Fund prospectus for availability
and details. Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee. If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.

SALES

8. Orders for securities received by you from investors will be for the sale
of the securities at the public offering price, which will be the net asset
value per share as determined in the manner provided in the relevant Fund's
prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then- current prospectus (the "Public Offering
Price"). The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you. All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.

-3-

<PAGE> 4
In addition to the foregoing, you acknowledge and agree to the initial
and subsequent investment minimums, which may vary from year to year, as
described in the then-current prospectus for each Fund.

9. You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.

10. The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.

If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then-current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.

11. We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by a registered representative in your employ and remitted to us
promptly by you, (b) where a subsequent investment is made to an account
established by a registered representative in your employ or (c) where a
subsequent investment is made to an account established by a broker/dealer
other than you and is accompanied by a signed request from the account
shareholder that your registered representative receive the Reallowance for
that investment and/or for subsequent investments made in such account. If for
any reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase. We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.

12. Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the the prospectus). To the
extent you provide distribution and marketing services in the promotion of the
sale of shares of these Funds, including furnishing services and assistance to
your customers who invest in and own shares of such Funds and including, but
not limited to, answering routine inquiries regarding such Funds and assisting
in changing distribution options, account designations and addresses, you may
be entitled to receive compensation from us as set forth in Schedule C hereto.
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.

13. We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.

14. Orders may be placed through:
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA 02199-7603
1-800-338-4265

SETTLEMENT

15. Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds. If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.

-4-

<PAGE> 5
INDEMNIFICATION

16. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.

17. NSCC INDEMNITY - SHAREHOLDER AND HOUSE ACCOUNTS - In consideration of the
Distributor and John Hancock Investor Services Corporation ("Investor
Services") liquidating, exchanging, and/or transferring unissued shares of the
Funds for your customers without the use of original or underlying
documentation supporting such instructions (e.g., a signed stock power or
signature guarantee), you hereby agree to indemnify the Distributor, Investor
Services and each respective Fund against any losses, including reasonable
attorney's fees, that may arise from such liquidation exchange, and/or
transfer of unissued shares upon your direction. This indemnification shall
apply only to the liquidation, exchange and/or transfer of unissued shares in
shareholder and house accounts executed as wire orders transmitted via NSCC's
Fund/SERVsystem. You represent and warrant to the Funds, the Distributor and
Investor Services that all such transactions shall be properly authorized by
your customers.

The indemnification in this Section 16 shall not apply to any losses
(including attorney's fees) caused by a failure of the Distributor, Investor
Services or a Fund to comply with any of your instructions governing any of the
above transactions, or any negligent act or omission of the Distributor,
Investor Services or a Fund, or any of their directors, officers, employees or
agents. All transactions shall be settled upon your confirmation through NSCC
transmission to Investor Services.

The Distributor, Investor Services or you may revoke the indemnity
contained in this Section 16 upon prior written notice to each of the other
parties hereto, and in the case of such revocation, this indemnity agreement
shall remain effective as to trades made prior to such revocation.

MISCELLANEOUS

18. We will supply to you at our expense additional copies of the prospectus
and statement of additional information for each of the Funds and any printed
information supplemental to such material in reasonable quantities upon
request.

19. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as registered from time to time with the NASD.

20. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.

21. This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.

-5-

<PAGE> 6
SOLICITING DEALER

-------------------------------------------------
Name of Organization

By:-------------------------------------------------
Authorized Signature of Soliciting Dealer

-------------------------------------------------
Please Print or Type Name

-------------------------------------------------
Title

-------------------------------------------------
Print or Type Address

-------------------------------------------------
Telephone Number

Date:
-------------------------------------------------

In order to service you efficiently, please provide the following
information on your Mutual Funds Operations Department:

OPERATIONS MANAGER:
---------------------------------------------
ORDER ROOM MANAGER:
---------------------------------------------
OPERATIONS ADDRESS:
---------------------------------------------

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

TELEPHONE: FAX:
-------------------------------- ------------------------------

<TABLE>
<S> <C>
TO BE COMPLETED BY: TO BE COMPLETED BY:
JOHN HANCOCK FUNDS, INC. JOHN HANCOCK INVESTOR
SERVICES CORPORATION

BY: BY:
------------------------------------------- -------------------------------------------

- ---------------------------------------------- ----------------------------------------------
TITLE TITLE

</TABLE>

DEALER NUMBER:
------------------------------------

-6-

<PAGE> 7
JOHNHANCOCK
MUTUAL FUNDS

John Hancock Broker Distrubution Services, Inc.
101 Huntington Avenue Boston, MA 02199-7608 1-800-225-5291

/s/ John Hancock

<PAGE> 8

JOHN HANCOCK FUNDS, INC.
SCHEDULE A

DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS

<TABLE>
<S> <C>
John Hancock Sovereign Achievers Fund John Hancock National Aviation & Technology Fund
John Hancock Sovereign Investors Fund John Hancock Regional Bank Fund
John Hancock Sovereign Balanced Fund John Hancock Gold and Government Fund
John Hancock Sovereign Bond Fund John Hancock Global Rx Fund
John Hancock Sovereign U.S. Government Income Fund John Hancock Global Technology Fund
John Hancock Special Equities Fund* John Hancock Global Fund
John Hancock Special Opportunities Fund John Hancock Pacific Basin Equities Fund
John Hancock Discovery Fund John Hancock Global Income Fund
John Hancock Growth Fund John Hancock International Fund
John Hancock Strategic Income Fund John Hancock Global Resources Fund
John Hancock Limited-Term Government Fund John Hancock Emerging Growth Fund
John Hancock Cash Management Fund John Hancock Capital Growth Fund
John Hancock Managed Tax-Exempt Fund John Hancock Growth & Income Fund
John Hancock Tax-Exempt Income Fund John Hancock High Yield Bond Fund
John Hancock Tax-Exempt Series Fund John Hancock Investment Quality Bond Fund
John Hancock Special Value Fund John Hancock Government Securities Fund
John Hancock Strategic Short-Term Income Fund John Hancock U.S. Government Fund
John Hancock CA Tax-Free Fund John Hancock Government Income Fund
John Hancock High Yield Tax-Free Fund John Hancock Intermediate Government Fund
John Hancock Tax-Free Bond Fund John Hancock Adjustable U.S. Government Fund
John Hancock U.S. Government Cash Reserve Fund John Hancock Cash Reserve Money Market B Fund
</TABLE>

From time to time John Hancock Funds, Inc., as principal distributor of the
John Hancock funds, will offer additional funds for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.

*Closed to new investors as of 9/30/94

<PAGE> 9
JOHN HANCOCK FUNDS, INC.

SCHEDULE B

DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS

I. REALLOWANCE

The Reallowance paid to the selling Brokers for sales of John Hancock
Funds is set forth in each Fund's then- current prospectus. No Commission will
be paid on sales of John Hancock Cash Management Fund or any John Hancock Fund
that is without a sales charge. Purchases of Class A shares of $1 million or
more, or purchases into an account or accounts whose aggregate value of fund
shares is $1 million or more will be made at net asset value with no initial
sales charge. On purchases of this type, John Hancock Funds, Inc. will pay a
commission as set forth in each Fund's then-current prospectus. John Hancock
Funds, Inc. will pay Brokers for sales of Class B shares of the Funds a
marketing fee as set forth in each Fund's then-current prospectus.

<PAGE> 10
JOHN HANCOCK FUNDS, INC.

SCHEDULE C

DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS

FIRST YEAR SERVICE FEES

Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, John Hancock Funds, Inc. will advance to you a First Year
Service Fee related to the purchase of Class A shares (only if subject to sales
charge) or Class B shares of any of the Funds, as the case may be, sold by your
firm. This Service Fee will be compensation for your personal service and/or
the maintenance of shareholder accounts ("Customer Servicing") during the
twelve-month period immediately following the purchase of such shares, in the
amount not to exceed .25 of 1% of net assets invested in Class A shares or
Class B shares of the Fund, as the case may be, purchased by your customers.

SERVICE FEE SUBSEQUENT TO THE FIRST YEAR

Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your firm has under management
with the Funds combined average daily net assets for the preceding quarter of
no less than $1 million, or an individual representative of your firm has under
management with the Funds combined average daily net assets for the preceding
quarter of no less than $250,000 (an "Eligible Firm").

<PAGE> 11
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

SCHEDULE D

DATED JULY 1, 1992 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK MUTUAL FUNDS

No broker/dealer shall represent the FUnds or Distribution Services in any
written communications without prior receipt of written approval from John
Hancock Broker Distribution Services, Inc. This includes but is not limited to
all advertising, public relations, marketing and sales literature, and media
contacts.

Further, subsequent to the creation of such materialsbefore written
approval from JHBDS will be given, a copy of the NASD review document
applicable to such materials must be furnished to John Hancock Broker
Distribution Services, Inc. for its review and files.

FOR PURPOSES OF THIS SCHEDULE D, THE FOLLOWING TERMS ARE DEFINED:

Advertising:

materials designed for the mass market, e.g. print ads, radio and tv
commercials, billboards, etc.

Sales literature:

materials designed for a directed market, e.g. prospecting letters,
brochures, mailers, stuffers, etc.

Coop Advertising:

advertising materials (as defined above) used by selling group members
for which John Hancock pays some or all of the costs of publication
whether the materials were developed by JHBDS Marketing or not.

John Hancock Broker Distribution Services, Inc. Approval of Advertising:

Approval has four meanings:approval of the material itself from a
marketing perspective (JHBDS product managers), proactive compliance
officer), parent company corporate advertising approval (John Hancock
Mutual Life Insurance Company Advertising Dept. personnel) and
approval for use and related cost-sharing arrangements (national sales
coordinators).

NASD Filing:

Materials created by JHBDS will be filed with the NASD by the JHBDS
Compliance Department. Materials not created by JHBDS but to be
included in the coop program will be filed with the NASD by the
broker-dealer creating the materials. However, prior to use of the
materials in our coop program, we will need a copy of the final
version of the material as well as the NASDcomment letter. When this
is received, the above approvals can be obtained.

<PAGE> 1

EXHIBIT 99.B6.2

FINANCIAL INSTITUTION
SALES AND SERVICE AGREEMENT

[LOGO]

JOHN HANCOCK FUNDS, INC.

Boston - Massachusetts - 02199-7603
<PAGE> 2
JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603

FINANCIAL INSTITUTION
SALES AND SERVICE AGREEMENT

Date
--------------------------------

John Hancock Funds, Inc. ("The Distributor", or "Distributor"), ("We" or
"us"), is the principal distributor of the shares of beneficial interest (the
"securities") of each of the John Hancock Funds (the "Funds"). Such Funds are
those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor. You hereby represent that you are a
"bank" as defined in Section 3(a)(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and at the time of each transaction in shares of
the Funds, are not required to register as a broker/dealer under the Exchange
Act or regulations thereunder. We invite you to become a non-exclusive
soliciting financial institution ("Financial Institution") to distribute the
securities of the Funds and you agree to solicit orders for the purchase of the
securities on the following terms. Securities are offered pursuant to each
Fund's prospectus and statement of additional information, as such prospectus
and statement of additional information may be amended from time to time. To
the extent that the prospectus or statement of additional information contains
provisions that are inconsistent with the terms of this Agreement, the terms of
the prospectus or statement of additional information shall be controlling.

OFFERINGS

1. You represent and warrant that you will use your best efforts to ensure
that any purchase of shares of the Funds by your customers constitutes a
suitable investment for such customers. You acknowledge that you will base
such a decision of suitability on all the facts you have gathered about your
customer's financial situation, investment objectives, risk tolerance and
sophistication.

2. You represent and warrant that a copy of the then-current prospectus of a
Fund will be delivered to your customer before any purchase of shares of that
Fund are effected for that customer. You shall not effect any transaction in,
or induce any purchase or sale of, any shares of the Funds by means of any
manipulative, deceptive or other fraudulent device or contrivance, and shall
otherwise deal equitably and fairly with your customers with respect to
transactions in shares of a Fund.

3. You represent and warrant that you will not make shares of any Fund
available to your customers, including your fiduciary customers, except in
compliance with all Federal and state laws and rules and regulations of
regulatory agencies or authorities applicable to you, or any of your affiliates
engaging in such activity, which may affect your business practices. You
confirm that you are not in violation of any banking law or regulations as to
which you are subject. You agree that you will comply with the requirements of
Banking Circular 274 issued by the Office of the Comptroller of the Currency in
offering shares of the Funds to your customers. We agree that we will comply
with all Federal and state laws and rules and regulations of regulatory
agencies or authorities applicable to us. We and you acknowledge and agree
that the offering of shares of the Funds pursuant to this agreement is subject
to the oversight of your management and the regulatory authorities by which you
are subject to review, and that appropriate records and materials relating to
any activity by you or us undertaken pursuant to this agreement may be accessed
by bank examiners in the due course of any regulatory review to which you may
be subject.

4. As principal distributor of the Funds, we shall have full authority to take
such action as we deem advisable in respect of all matters pertaining to the
distribution. This offer of shares of the Funds to you is made only in such
jurisdictions in which we may lawfully sell such shares of the Funds.

-2-

<PAGE> 3

5. You shall not make any representation concerning the Funds or their
securities except those contained in the then-current prospectus or statement
of additional information for each Fund.

6. We will supply to you at our expense additional copies of the then-current
prospectus and statement of additional information for each of the Funds and
any printed information supplemental to such material in reasonable quantities
upon request. It shall be your obligation to ensure that all such information
and materials are distributed to your customers who own or seek to own shares
of the Funds in accordance with securities and/or banking law and regulations
and any other applicable regulations.

7. With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by us the Distributor or
the Fund. All other materials must receive written approval by the Distributor
before distribution or display to the public. Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.

8. You are not authorized to act as our agent. In making available shares of
the Funds under this Financial Institution Sales and Service Agreement, nothing
herein shall be construed to constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or employee of the
Funds, and you shall not make any representations to the contrary. Nothing
shall constitute you as a syndicate, association, unincorporated business, or
other separate entity or partners with us, but you shall be liable for your
proportionate share of any tax, liability or expense based on any claim arising
from the sale of shares of the Funds under this Agreement. We shall not be
under any liability to you, except for obligations expressly assumed by us in
this Agreement and liabilities under Section 11(f) of the Securities Act of
1933, and no obligations on our part shall be implied or inferred herefrom.

9. DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors. All soliciting financial
institutions offering shares of the Funds and their agents, employees and
representatives agree to comply with these general suitability and compliance
standards.

SUITABILITY

With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and
your agents, employees and representatives in light of all the facts and
circumstances, to ascertain that the class of shares to be purchased by each
investor is appropriate and suitable. These recommendations should be based on
several factors, including but not limited to:

(A) the amount of money to be invested initially and over
a period of time;
(B) the current level of front-end sales load or back-end
sales load imposed by the Fund;
(C) the period of time over which the customer expects to
retain the investment;
(D) the anticipated level of yield from fixed income
funds' Class A and Class B shares;
(E) any other relevant circumstances such as the
availability of reduced sales charges under letters
of intent and/or rights of accumulation.

-3-

<PAGE> 4

COMPLIANCE

Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Financial Institution Sales and Service Agreement for compliance with the
foregoing standards. In certain instances, it may be appropriate to discuss
the purchase with the agents, employees and representatives involved or to
review the advantages and disadvantages of selecting one class of shares over
another with the client. The Distributor will not accept orders for Class B
Shares in any Fund from you for accounts maintained in your name or in the name
of your nominee for the benefit of certain of your customers. Trades for Class
B Shares will only be accepted in the name of the shareholder.

10. CLASS C SHARES - Certain mutual funds distributed by the Distributor may
be offered with Class C shares. Refer to each Fund prospectus for availability
and details. Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee. If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.

SALES

11. With respect to any and all transactions in the shares of any Fund
pursuant to this Financial Institution Sales and Service Agreement it is
understood and agreed in each case that: (a) you shall be acting solely as
agent for the account of your customer; (b) each transaction shall be initiated
solely upon the order of your customer; (c) we shall execute transactions only
upon receiving instructions from you acting as agent for your customer or upon
receiving instructions directly from your customer; (d) as between you and your
customer, your customer will have full beneficial ownership of all shares; (c)
each transaction shall be for the account of your customer and not for your
account; and (f) unless otherwise agreed in writing we will serve as a clearing
broker for you on a fully disclosed basis, and you shall serve as the
introducing agent for your customers' accounts. Subject to the foregoing,
however, and except for Class B shares, as described in Section 8 above, you
may maintain record ownership of such customers' shares in an account
registered in your name or the name of your nominee, for the benefit of such
customers. Each transaction shall be without recourse to you provided that you
act in accordance with the terms of this Financial Institution Sales and
Service Agreement. You represent and warrant to us that you will have full
right, power and authority to effect transactions (including, without
limitation, any purchases and redemptions) in shares of the Funds on behalf of
all customer accounts provided by you.

12. Orders for securities received by you from your customers will be for the
sale of the securities at the public offering price, which will be the net
asset value per share as determined in the manner provided in the relevant
Fund's prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then-current prospectus (the "Public Offering
Price"). The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you. All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.

In addition to the foregoing, you acknowledge and agree to the initial and
subsequent investment minimums, which may vary from year to year, as described
in the then-current prospectus for each Fund.

13. You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.

14. The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.

If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then- current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.

15. We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by you and remitted to us promptly by you, (b) where a subsequent
investment is made to an account established by you or (c) where a subsequent
investment is made to an account established by a financial institution or

-4-

<PAGE> 5
registered broker/dealer other than you and is accompanied by a signed request
from the account shareholder that you receive the Reallowance for that
investment and/or for subsequent investments made in such account. If for any
reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase. We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.

16. Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the prospectus). To the extent
you provide distribution and marketing services in the promotion of the sale of
shares of these Funds, including furnishing services and assistance to your
customers who invest in and own shares of such Funds and including, but not
limited to, answering routine inquiries regarding such Funds and assisting in
changing distribution options, account designations and addresses, you may be
entitled to receive compensation from us as set forth in Schedule C hereto.
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.

17. We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.

18. Orders may be placed through:
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA 02199-7603
1-800-338-4265

SETTLEMENT

19. Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds. If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.

INDEMNIFICATION

20. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.

MISCELLANEOUS

21. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as most recently furnished to us by you.

22. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.

23. This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.

-5-

<PAGE> 6
FINANCIAL INSTITUTION

-------------------------------------------------
Financial Institution

By:
-------------------------------------------------
Authorized Signature of Financial Institution

-------------------------------------------------
Please Print or Type Name

-------------------------------------------------
Title

-------------------------------------------------
Print or Type Address

-------------------------------------------------
Telephone Number

Date:
-------------------------------------------------

In order to service you efficiently, please provide the
following information on your Mutual Funds Operations Department:

OPERATIONS MANAGER:
---------------------------------------------

ORDER ROOM MANAGER:
---------------------------------------------

OPERATIONS ADDRESS:
---------------------------------------------

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

TELEPHONE: FAX:
--------------------- ----------------------------

TO BE COMPLETED BY: JOHN HANCOCK INVESTOR
JOHN HANCOCK FUNDS, INC. SERVICES CORPORATION

By: By:
--------------------------------- ------------------------------------

- ------------------------------------ ------------------------------------
Title Title

TO BE COMPLETED BY:

FINANCIAL INSTITUTION NUMBER:
----------------------------------------------

-6-

<PAGE> 7

JOHN HANCOCK FUNDS, INC.

SCHEDULE A

DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS

<TABLE>
<S> <C>
John Hancock Sovereign Achievers Fund John Hancock National Aviation & Technology Fund
John Hancock Sovereign Investors Fund John Hancock Regional Bank Fund
John Hancock Sovereign Balanced Fund John Hancock Gold and Government Fund
John Hancock Sovereign Bond Fund John Hancock Global Rx Fund
John Hancock Sovereign U.S. Government Income Fund John Hancock Global Technology Fund
John Hancock Special Equities Fund* John Hancock Global Fund
John Hancock Special Opportunities Fund John Hancock Pacific Basin Equities Fund
John Hancock Discovery Fund John Hancock Global Income Fund
John Hancock Growth Fund John Hancock International Fund
John Hancock Strategic Income Fund John Hancock Global Rescources Fund
John Hancock Limited Term Government Fund John Hancock Emerging Growth Fund
John Hancock Cash Management Fund John Hancock Capital Growth Fund
John Hancock Managed Tax-Exempt Fund John Hancock Growth & Income Fund
John Hancock Tax-Exempt Income Fund John Hancock High Yield Bond Fund
John Hancock Tax-Exempt Series Fund John Hancock Investment Quality Bond Fund
John Hancock Special Value Fund John Hancock Government SecurritiesFund
John Hancock Strategic Short-Term Income Fund John Hancock U.S. Government Fund
John Hancock CA Tax-Free Fund John Hancock Governtment Income Fund
John Hancock High Yield Tax-Free Fund John Hancock Intermediate Government Fund
John Hancock Tax-Free Bond Fund John Hancock Adjustable U.S. Government Fund
John Hancock U.S. Government Cash Reserve Fund John Hancock Cash Reserve Money Market B Fund

</TABLE>

From time to time John Hancock Funds, as principal distributor of the
John Hancock Funds, will offer additional funds for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.
* Closed to new invstors as of 9/30/94.

<PAGE> 8
JOHN HANCOCK FUNDS, INC.

SCHEDULE B

DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS

I. REALLOWANCE

The Reallowance paid to Financial Institutions for sales of John Hancock
Funds is the same as that paid to Selling Brokers described and set forth
in each Fund's then-current prospectus. No Commission will be paid on
sales of John Hancock Cash Management Fund or any John Hancock Fund that is
without a sales charge. Purchases of Class A shares of $1 million or more,
or purchases into an account or accounts whose aggregate value of fund
shares is $1 million or more will be made at net asset value with no
initial sales charge. On purchases of this type, the Distributor will pay a
commission as set forth in each Fund's then-current prospectus. John
Hancock Funds, Inc. will pay Financial Institutions for sales of Class B
shares of the Funds a marketing fee as set forth in each Fund's then-
current prospectus for Selling Brokers.

<PAGE> 9
JOHN HANCOCK FUNDS, INC.

SCHEDULE C

DISTRIBUTION PLAN SCHEDULE OF COMPENSATION

DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS

FIRST YEAR SERVICE FEE

Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will advance to you a First Year Service
Fee related to the purchase of Class A shares (only if subject to sales charge)
or Class B shares of any of the Funds, as the case maybe, sold by your firm on
or after July 1, 1993. This Service Fee will be compensation for your personal
service and/or the maintenance of shareholder accounts ("Customer Servicing")
during the twelve-month period immediately following the purchase of such
shares, in an amount not to exceed .25 of 1% of the average daily net assets
attributable to Class A shares or Class B shares of the Fund, as the case may
be, purchased by your customers.

SERVICE FEE SUBSEQUENT TO THE FIRST YEAR

Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve-month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your Financial Institution has
under management with the Funds combined average daily net assets for the
preceding quarter of no less than $1 million, or an individual representative
of your Financial Institution has under management with the Funds combined
average daily net assets for the preceding quarter of no less than $250,000 (an
"Eligible Financial Institution").

<PAGE> 1

EXHIBIT 99.B8

MASTER CUSTODIAN AGREEMENT

between

JOHN HANCOCK MUTUAL FUNDS

and

INVESTORS BANK & TRUST COMPANY

<PAGE> 2
<TABLE>
TABLE OF CONTENTS
-----------------

<S> <C> <C>
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3
2. Employment of Custodian and Property to be held by it . . . . . . . . . . . . . . . 3-4
3. Duties of the Custodian with Respect toProperty of the Fund . . . . . . . . . . . . 4
A. Safekeeping and Holding of Property . . . . . . . . . . . . . . . . . . . . . 4
B. Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-8
C. Registration of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 8
D. Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9
E. Payments for Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . . 9
F. Investment and Availability of Federal Funds . . . . . . . . . . . . . . . . . 9
G. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-10
H. Payment of Fund Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-12
I. Liability for Payment in Advance of Receipt of Securities Purchased . . . . . 12-13
J. Payments for Repurchases of Redemptions of Shares of the Fund . . . . . . . . 13
K. Appointment of Agents by the Custodian . . . . . . . . . . . . . . . . . . . . 13
L. Deposit of Fund Portfolio Securities in Securities Systems . . . . . . . . . . 13-16
M. Deposit of Fund Commercial Paper in an Approved
Book-Entry System for Commercial Paper . . . . . . . . . . . . . . . . . . 16-18
N. Segregated Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-19
O. Ownership Certificates for Tax Purposes . . . . . . . . . . . . . . . . . . . 19
P. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Q. Communications Relating to Fund Portfolio Securities . . . . . . . . . . . . . 19-20
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
R. Exercise of Rights; Tender Offers . . . . . . . . . . . . . . . . . . . . . . 20

S. Depository Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-21

T. Interest Bearing Call or Time Deposits . . . . . . . . . . . . . . . . . . . . 21

U. Options, Futures Contracts and Foreign Currency Transactions . . . . . . . . . 21-23

V. Actions Permitted Without Express Authority . . . . . . . . . . . . . . . . . 23-24

4. Duties of Bank with Respect to Books of Account and
Calculations of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . 24

5. Records and Miscellaneous Duties . . . . . . . . . . . . . . . . . . . . . . . . . . 24-25

6. Opinion of Fund`s Independent Public Accountants . . . . . . . . . . . . . . . . . . 25

7. Compensation and Expenses of Bank . . . . . . . . . . . . . . . . . . . . . . . . . 25-26

8. Responsibility of Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26-27

9. Persons Having Access to Assets of the Fund . . . . . . . . . . . . . . . . . . . . 27

10. Effective Period, Termination and Amendment; Successor Custodian . . . . . . . . . . 27-28

11. Interpretive and Additional Provisions . . . . . . . . . . . . . . . . . . . . . . . 28-29

12. Certification as to Authorized Officers . . . . . . . . . . . . . . . . . . . . . . 29

13. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

14. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

15. Adoption of the Agreement by the Fund . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>
<PAGE> 4
MASTER CUSTODIAN AGREEMENT

This Agreement is made as of December 15, 1992 between each investment
company advised by John Hancock Advisers, Inc. which has adopted this Agreement
in the manner provided herein and Investors Bank & Trust Company (hereinafter
called "Bank", "Custodian" and "Agent"), a trust company established under the
laws of Massachusetts with a principal place of business in Boston,
Massachusetts.

Whereas, each such investment company is registered under the Investment
Company Act of 1940 and has appointed the Bank to act as Custodian of its
property and to perform certain duties as its Agent, as more fully hereinafter
set forth; and

Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;

Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:

1. Definitions
-----------

Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

(a) "Fund" shall mean the investment company which has adopted this
Agreement and is listed on Appendix A hereto. If the Fund is a Massachusetts
business trust or Maryland corporation, it may in the future establish and
designate other separate and distinct series of shares, each of which may be
called a "portfolio"; in such case, the term "Fund" shall also refer to each
such separate series or portfolio.
(b) "Board" shall mean the board of directors/trustees/managing general
partners/director general partners of the Fund, as the case may be.
(c) "The Depository Trust Company", a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(d) "Authorized Officer", shall mean any of the following officers of
the Trust: The Chairman of the Board of Trustees, the President, a Vice
President, the Secretary, the Treasurer or Assistant Secretary or Assistant
Treasurer, or any other officer of the Trust duly authorized to sign by
appropriate resolution of the Board of Trustees of the Trust.

(e) "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.

<PAGE> 5

(f) "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository
but only if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.

(g) "Federal Book-Entry System" shall mean the book-entry system
referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for
United States and federal agency securities (i.e., as provided in Subpart O of
Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the
book-entry regulations of federal agencies substantially in the form of Subpart
O).

(h) "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in rule 17f-4 under the
Investment Company Act of 1940 for foreign securities but only if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.

(i) "Approved Book-Entry System for Commercial Paper" shall mean a
system maintained by the Custodian or by a subcustodian employed pursuant to
Section 2 hereof for the holding of commercial paper in book-entry form but
only if the Custodian has received a certified copy of a vote of the Board
approving the participation by the Fund in such system.

(j) The Custodian shall be deemed to have received "proper
instructions" in respect of any of the matters referred to in this Agreement
upon receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to give
the particular class of instructions in question. Electronic instructions for
the purchase and sale of securities which are transmitted by John Hancock
Advisers, Inc. to the Custodian through the John Hancock equity trading system
and the John Hancock fixed income trading system shall be deemed to be proper
instructions; the Fund shall cause all such instructions to be confirmed in
writing. Different persons may be authorized to give instructions for
different purposes. A certified copy of a vote of the Board may be received
and accepted by the Custodian as conclusive evidence of the authority of any
such person to act and may be considered as in full force and effect until
receipt of written notice to the contrary. Such instructions may be general or
specific in terms and, where appropriate, may be standing instructions. Unless
the vote delegating authority to any person or persons to give a particular
class of instructions specifically requires that the approval of any person,
persons or committee shall first have been obtained before the Custodian may
act on instructions of that class, the Custodian shall be under no obligation
to question the right of the person or persons giving such instructions in so
doing. Oral instructions will be considered proper instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Fund
shall cause all oral

<PAGE> 6

instructions to be confirmed in writing. The Fund authorizes the Custodian to
tape record any and all telephonic or other oral instructions given to the
Custodian. Upon receipt of a certificate signed by two officers of the Fund as
to the authorization by the President and the Treasurer of the Fund accompanied
by a detailed description of the communication procedures approved by the
President and the Treasurer of the Fund, "proper instructions" may also include
communications effected directly between electromechanical or electronic
devices provided that the President and Treasurer of the Fund and the Custodian
are satisfied that such procedures afford adequate safeguards for the Fund's
assets. In performing its duties generally, and more particularly in
connection with the purchase, sale and exchange of securities made by or for
the Fund, the Custodian may take cognizance of the provisions of the governing
documents and registration statement of the Fund as the same may from time to
time be in effect (and votes, resolutions or proceedings of the shareholders or
the Board), but, nevertheless, except as otherwise expressly provided herein,
the Custodian may assume unless and until notified in writing to the
contrary that so-called proper instructions received by it are not in conflict
with or in any way contrary to any provisions of such governing documents and
registration statement, or votes, resolutions or proceedings of the
shareholders or the Board.

2. Employment of Custodian and Property to be Held by It
-----------------------------------------------------

The Fund hereby appoints and employs the Bank as its Custodian and Agent
in accordance with and subject to the provisions hereof, and the Bank hereby
accepts such appointment and employment. The Fund agrees to deliver to the
Custodian all securities, participation interests, cash and other assets owned
by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian. The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of
its duties hereunder.

The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board. Any such subcustodian so employed by
the Custodian shall be deemed to be the agent of the Custodian, and the
Custodian shall remain primarily responsible for the securities, participation
interests, moneys and other property of the Fund held by such subcustodian.
Any foreign subcustodian shall be a bank or trust company which is an eligible
foreign custodian within the meaning of Rule 17f-5 under the Investment Company
Act of 1940, and the foreign custody arrangements shall be approved by the
Board and shall be in accordance with and subject to the provisions of said
Rule. For

<PAGE> 7

the purposes of this Agreement, any property of the Fund held by any such
subcustodian (domestic or foreign) shall be deemed to be held by the Custodian
under the terms of this Agreement.

3. Duties of the Custodian with Respect to Property of the Fund
------------------------------------------------------------

A. SAFEKEEPING AND HOLDING OF PROPERTY The Custodian shall keep
safely all property of the Fund and on behalf of the Fund shall
from time to time receive delivery of Fund property for
safekeeping. The Custodian shall hold, earmark and segregate on
its books and records for the account of the Fund all property of
the Fund, including all securities, participation interests and
other assets of the Fund (1) physically held by the Custodian, (2)
held by any subcustodian referred to in Section 2 hereof or by any
agent referred to in Paragraph K hereof, (3) held by or maintained
in The Depository Trust Company or in Participants Trust Company
or in an Approved Clearing Agency or in the Federal Book- Entry
System or in an Approved Foreign Securities Depository, each of
which from time to time is referred to herein as a "Securities
System", and (4) held by the Custodian or by any subcustodian
referred to in Section 2 hereof and maintained in any Approved
Book-Entry System for Commercial Paper.

B. DELIVERY OF SECURITIES The Custodian shall release and deliver
securities or participation interests owned by the Fund held (or
deemed to be held) by the Custodian or maintained in a Securities
System account or in an Approved Book-Entry System for Commercial
Paper account only upon receipt of proper instructions, which may
be continuing instructions when deemed appropriate by the parties,
and only in the following cases:

1) Upon sale of such securities or participation interests
for the account of the Fund, BUT ONLY against receipt of
payment therefor; if delivery is made in Boston or New
York City, payment therefor shall be made in accordance
with generally accepted clearing house procedures or by
use of Federal Reserve Wire System procedures; if delivery
is made elsewhere payment therefor shall be in accordance
with the then current "street delivery" custom or in
accordance with such procedures agreed to in writing from
time to time by the parties hereto; if the sale is
effected through a Securities System, delivery and payment
therefor shall be made in accordance with the provisions
of Paragraph L hereof; if the sale of commercial paper is
to be effected through an Approved Book-Entry System for
Commercial Paper, delivery and payment therefor shall be
made in accordance with the provisions of Paragraph M
hereof; if the securities are to be sold outside the
United States, delivery may be made in accordance with
procedures agreed to in writing from time to time by the
parties hereto; for the purposes of this subparagraph, the
term "sale" shall include the disposition of a portfolio

<PAGE> 8

security (i) upon the exercise of an option written by the
Fund and (ii) upon the failure by the Fund to make a
successful bid with respect to a portfolio security, the
continued holding of which is contingent upon the making
of such a bid;

2) Upon the receipt of payment in connection with any
repurchase agreement or reverse repurchase agreement
relating to such securities and entered into by the Fund;

3) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;

4) To the issuer thereof or its agent when such securities or
participation interests are called, redeemed, retired or
otherwise become payable; provided that, in any such case,
the cash or other consideration is to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;

5) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee of the
Custodian or into the name or nominee name of any agent
appointed pursuant to Paragraph K hereof or into the name
or nominee name of any subcustodian employed pursuant to
Section 2 hereof; or for exchange for a different number
of bonds, certificates or other evidence representing the
same aggregate face amount or number of units; provided
that, in any such case, the new securities or
participation interests are to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;

6) To the broker selling the same for examination in
accordance with the "street delivery" custom; provided
that the Custodian shall adopt such procedures as the Fund
from time to time shall approve to ensure their prompt
return to the Custodian by the broker in the event the
broker elects not to accept them;

7) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion of
such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian or any
subcustodian employed pursuant to Section 2 hereof;
<PAGE> 9
8) In the case of warrants, rights or similar securities, the
surrender thereof in connection with the exercise of such
warrants, rights or similar securities, or the surrender
of interim receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;

9) For delivery in connection with any loans of securities
made by the Fund (such loans to be made pursuant to the
terms of the Fund's current registration statement), but
only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may
be in the form of cash or obligations issued by the United
States government, its agencies or instrumentalities.

10) For delivery as security in connection with any borrowings
by the Fund requiring a pledge or hypothecation of assets
by the Fund (if then permitted under circumstances
described in the current registration statement of the
Fund), provided, that the securities shall be released
only upon payment to the Custodian of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made, further
securities may be released for that purpose; upon receipt
of proper instructions, the Custodian may pay any such
loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or
notes evidencing the loan;

11) When required for delivery in connection with any
redemption or repurchase of Shares of the Fund in
accordance with the provisions of Paragraph J hereof;

12) For delivery in accordance with the provisions of any
agreement between the Custodian (or a subcustodian
employed pursuant to Section 2 hereof) and a broker-dealer
registered under the Securities Exchange Act of 1934 and,
if necessary, the Fund, relating to compliance with the
rules of The Options Clearing Corporation or of any
registered national securities exchange, or of any similar
organization or organizations, regarding deposit or escrow
or other arrangements in connection with options
transactions by the Fund;

13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian (or a subcustodian
employed pursuant to Section 2 hereof),

and a futures commission merchant, relating to compliance
with the rules of the Commodity Futures Trading Commission
and/or of any

<PAGE> 10

contract market or commodities exchange or similar
organization, regarding futures margin account deposits or
payments in connection with futures transactions by
the Fund;

14) For any other proper corporate purpose, but only upon
receipt of, in addition to proper instructions, a
certified copy of a vote of the Board specifying the
securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose
to be proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made.

C. REGISTRATION OF SECURITIES Securities held by the Custodian
(other than bearer securities) for the account of the Fund shall
be registered in the name of the Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian, or in the
name or nominee name of any agent appointed pursuant to Paragraph
K hereof, or in the name or nominee name of any subcustodian
employed pursuant to Section 2 hereof, or in the name or nominee
name of The Depository Trust Company or Participants Trust Company
or Approved Clearing Agency or Federal Book-Entry System or
Approved Book-Entry System for Commercial Paper; provided, that
securities are held in an account of the Custodian or of such
agent or of such subcustodian containing only assets of the Fund
or only assets held by the Custodian or such agent or such
subcustodian as a custodian or subcustodian or in a fiduciary
capacity for customers. All certificates for securities accepted
by the Custodian or any such agent or subcustodian on behalf of
the Fund shall be in "street" or other good delivery form or shall
be returned to the selling broker or dealer who shall be advised
of the reason thereof.

D. BANK ACCOUNTS The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to
draft or order by the Custodian acting in pursuant to the terms of
this Agreement, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or
for the account of the Fund other than cash maintained by the Fund
in a bank account established and used in accordance with Rule
17f-3 under the Investment Company Act of 1940. Funds held by the
Custodian for the Fund may be deposited by it to its credit as
Custodian in the Banking Department of the Custodian or in such
other banks or trust companies as the Custodian may in its
discretion deem necessary or desirable; provided, however, that
every such bank or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and that each
such bank or trust company and the funds to be deposited with each
such bank or trust company shall be approved in writing by two
officers of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be subject to
withdrawal only by the Custodian in that capacity.

<PAGE> 11

E. PAYMENT FOR SHARES OF THE FUND The Custodian shall make
appropriate arrangements with the Transfer Agent and the principal
underwriter of the Fund to enable the Custodian to make certain it
promptly receives the cash or other consideration due to the Fund
for such new or treasury Shares as may be issued or sold from time
to time by the Fund, in accordance with the governing documents
and offering prospectus and statement of additional information of
the Fund. The Custodian will provide prompt notification to the
Fund of any receipt by it of payments for Shares of the Fund.

F. INVESTMENT AND AVAILABILITY OF FEDERAL FUNDS Upon agreement
between the Fund and the Custodian, the Custodian shall, upon the
receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties, invest in
such securities and instruments as may be set forth in such
instructions on the same day as received all federal funds
received after a time agreed upon between the Custodian and the
Fund.

G. COLLECTIONS The Custodian shall promptly collect all income and
other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall promptly
collect all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such
securities are held by the Custodian or agent thereof and shall
credit such income, as collected, to the Fund's custodian account.

The Custodian shall do all things necessary and proper in connection with such
prompt collections and, without limiting the generality of the foregoing, the
Custodian shall

1) Present for payment all coupons and other income items
requiring presentations;

2) Present for payment all securities which may mature or be
called, redeemed, retired or otherwise become payable;

3) Endorse and deposit for collection, in the name of the
Fund, checks, drafts or other negotiable instruments;

4) Credit income from securities maintained in a Securities
System or in an Approved Book-Entry System for Commercial
Paper at the time funds become available to the Custodian;
in the case of securities maintained in The Depository
Trust Company funds shall be deemed available to the Fund
not later than the opening of business on the first
business day after receipt of such funds by the Custodian.
<PAGE> 12

The Custodian shall notify the Fund as soon as reasonably practicable whenever
income due on any security is not promptly collected. In any case in which the
Custodian does not receive any due and unpaid income after it has made demand
for the same, it shall immediately so notify the Fund in writing, enclosing
copies of any demand letter, any written response thereto, and memoranda of all
oral responses thereto and to telephonic demands, and await instructions from
the Fund; the Custodian shall in no case have any liability for any nonpayment
of such income provided the Custodian meets the standard of care set forth in
Section 8 hereof. The Custodian shall not be obligated to take legal action
for collection unless and until reasonably indemnified to its satisfaction.

The Custodian shall also receive and collect all stock dividends, rights and
other items of like nature, and deal with the same pursuant to proper
instructions relative thereto.

H. PAYMENT OF FUND MONEYS Upon receipt of proper instructions, which
may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out moneys of the Fund in the
following cases only:

1) Upon the purchase of securities, participation interests,
options, futures contracts, forward contracts and options
on futures contracts purchased for the account of the Fund
but only (a) against the receipt of

(i) such securities registered as provided in
Paragraph C hereof or in proper form for
transfer or

(ii) detailed instructions signed by an officer of the
Fund regarding the participation interests to be
purchased or

(iii) written confirmation of the purchase by the Fund
of the options, futures contracts, forward
contracts or options on futures contracts

by the Custodian (or by a subcustodian employed pursuant
to Section 2 hereof or by a clearing corporation of a
national securities exchange of which the Custodian is a
member or by any bank, banking institution or trust
company doing business in the United States or abroad
which is qualified under the Investment Company Act of
1940 to act as a custodian and which has been designated
by the Custodian as its agent for this purpose or by the
agent specifically designated in such instructions as
representing the purchasers of a new issue of privately
placed securities); (b) in the case of a purchase effected
through a Securities System, upon receipt of the
securities by the Securities System in accordance with the
conditions set forth in Paragraph L hereof; (c) in the
case of a purchase of commercial paper effected through an
Approved Book-Entry System for Commercial Paper, upon
<PAGE> 13
receipt of the paper by the Custodian or subcustodian in
accordance with the conditions set forth in Paragraph M
hereof; (d) in the case of repurchase agreements entered
into between the Fund and another bank or a broker-
dealer, against receipt by the Custodian of the securities
underlying the repurchase agreement either in certificate
form or through an entry crediting the Custodian's
segregated, non-proprietary account at the Federal Reserve
Bank of Boston with such securities along with written
evidence of the agreement by the bank or broker-dealer to
repurchase such securities from the Fund; or (e) with
respect to securities purchased outside of the United
States, in accordance with written procedures agreed to
from time to time in writing by the parties hereto;

2) When required in connection with the conversion, exchange
or surrender of securities owned by the Fund as set forth
in Paragraph B hereof;

3) When required for the redemption or repurchase of Shares
of the Fund in accordance with the provisions of Paragraph
J hereof;

4) For the payment of any expense or liability incurred by
the Fund, including but not limited to the following
payments for the account of the Fund: advisory fees,
distribution plan payments, interest, taxes, management
compensation and expenses, accounting, transfer agent and
legal fees, and other operating expenses of the Fund
whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;

5) For the payment of any dividends or other distributions to
holders of Shares declared or authorized by the Board; and

6) For any other proper corporate purpose, but only upon
receipt of, in addition to proper instructions, a
certified copy of a vote of the Board, specifying the
amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or
persons to whom such payment is to be made.

I. LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
PURCHASED In any and every case where payment for purchase of
securities for the account of the Fund is made by the Custodian in
advance of receipt of the securities purchased in the absence of
specific written instructions signed by two officers of the Fund
to so pay in advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if the
securities had been received by the Custodian; EXCEPT that in the
case of a repurchase agreement

<PAGE> 14

entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to the
account of such bank prior to the receipt of (i) the securities in
certificate form subject to such repurchase agreement or (ii)
written evidence that the securities subject to such repurchase
agreement have been transferred by book-entry into a segregated
non-proprietary account of the Custodian maintained with the
Federal Reserve Bank of Boston or (iii) the safekeeping receipt,
PROVIDED that such securities have in fact been so transferred by
book-entry and the written repurchase agreement is received by the
Custodian in due course; AND EXCEPT that if the securities are to
be purchased outside the United States, payment may be made in
accordance with procedures agreed to from time to time by the
parties hereto.

J. PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND
From such funds as may be available for the purpose, but subject
to any applicable votes of the Board and the current redemption
and repurchase procedures of the Fund, the Custodian shall, upon
receipt of written instructions from the Fund or from the Fund's
transfer agent or from the principal underwriter, make funds
and/or portfolio securities available for payment to holders of
Shares who have caused their Shares to be redeemed or repurchased
by the Fund or for the Fund's account by its transfer agent or
principal underwriter.

The Custodian may maintain a special checking account upon which
special checks may be drawn by shareholders of the Fund holding
Shares for which certificates have not been issued. Such checking
account and such special checks shall be subject to such rules and
regulations as the Custodian and the Fund may from time to time
adopt. The Custodian or the Fund may suspend or terminate use of
such checking account or such special checks (either generally or
for one or more shareholders) at any time. The Custodian and the
Fund shall notify the other immediately of any such suspension or
termination.

K. APPOINTMENT OF AGENTS BY THE CUSTODIAN The Custodian may at any
time or times in its discretion appoint (and may at any time
remove) any other bank or trust company (provided such bank or
trust company is itself qualified under the Investment Company Act
of 1940 to act as a custodian or is itself an eligible foreign
custodian within the meaning of Rule 17f-5 under said Act) as the
agent of the Custodian to carry out such of the duties and
functions of the Custodian described in this Section 3 as the
Custodian may from time to time direct; provided, however, that
the appointment of any such agent shall not relieve the Custodian
of any of its responsibilities or liabilities hereunder, and as
between the Fund and the Custodian the Custodian shall be fully
responsible for the acts and omissions of any such agent. For the
purposes of this Agreement, any property of the Fund held by any
such agent shall be deemed to be held by the Custodian hereunder.

<PAGE> 15

L. DEPOSIT OF FUND PORTFOLIO SECURITIES IN SECURITIES SYSTEMS The
Custodian may deposit and/or maintain securities owned by the Fund

(1) in The Depository Trust Company;

(2) in Participants Trust Company;

(3) in any other Approved Clearing Agency;

(4) in the Federal Book-Entry System; or

(5) in an Approved Foreign Securities Depository

in each case only in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and
regulations, and at all times subject to the following
provisions:

(a) The Custodian may (either directly or through one or more
subcustodians employed pursuant to Section 2) keep securities of
the Fund in a Securities System provided that such securities are
maintained in a non-proprietary account ("Account") of the
Custodian or such subcustodian in the Securities System which
shall not include any assets of the Custodian or such subcustodian
or any other person other than assets held by the Custodian or
such subcustodian as a fiduciary, custodian, or otherwise for its
customers.

(b) The records of the Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund, and the
Custodian shall be fully and completely responsible for
maintaining a recordkeeping system capable of accurately and
currently stating the Fund's holdings maintained in each such
Securities System.

(c) The Custodian shall pay for securities purchased in book-entry
form for the account of the Fund only upon (i) receipt of notice
or advice from the Securities System that such securities have
been transferred to the Account, and (ii) the making of any entry
on the records of the Custodian to reflect such payment and
transfer for the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund only upon (i)
receipt of notice or advice from the Securities System that
payment for such securities has been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund.
Copies of all notices or advises from the Securities System of
transfers of securities for the account of the Fund shall identify
the Fund, be maintained for the Fund by the Custodian and be
promptly provided to the Fund at its request.

<PAGE> 16

The Custodian shall promptly send to the Fund confirmation
of each transfer to or from the account of the Fund in the form
of a written advice or notice of each such transaction, and shall
furnish to the Fund copies of daily transaction sheets reflecting
each day's transactions in the Securities System for the account
of the Fund on the next business day.

(d) The Custodian shall promptly send to the Fund any report or other
communication received or obtained by the Custodian relating to
the Securities System's accounting system, system of internal
accounting controls or procedures for safeguarding securities
deposited in the Securities System; the Custodian shall promptly
send to the Fund any report or other communication relating to the
Custodian's internal accounting controls and procedures for
safeguarding securities deposited in any Securities System; and
the Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities deposited in any Securities
System. The Custodian's books and records relating to the Fund's
participation in each Securities System will at all times during
regular business hours be open to the inspection of the Fund's
authorized officers, employees or agents.

(e) The Custodian shall not act under this Paragraph L in the absence
of receipt of a certificate of an officer of the Fund that the
Board has approved the use of a particular Securities System; the
Custodian shall also obtain appropriate assurance from the
officers of the Fund that the Board has annually reviewed and
approved the continued use by the Fund of each Securities System,
so long as such review and approval is required by Rule 17f-4
under the Investment Company Act of 1940, and the Fund shall
promptly notify the Custodian if the use of a Securities System is
to be discontinued; at the request of the Fund, the Custodian will
terminate the use of any such Securities System as promptly as
practicable.

(f) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to
the Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or any
of its agents or subcustodians or of any of its or their employees
or from any failure of the Custodian or any such agent or
subcustodian to enforce effectively such rights as it may have
against the Securities System or any other person; at the election
of the Fund, it shall be entitled to be

<PAGE> 17

subrogated to the rights of the Custodian with respect to any claim
against the Securities System or any other person which the
Custodian may have as a consequence of any such loss or damage
if and to the extent that the Fund has not been made whole for any
such loss or damage.

M. DEPOSIT OF FUND COMMERCIAL PAPER IN AN APPROVED BOOK-ENTRY SYSTEM FOR
COMMERCIAL PAPER Upon receipt of proper instructions with respect to
each issue of direct issue commercial paper purchased by the Fund, the
Custodian may deposit and/or maintain direct issue commercial paper
owned by the Fund in any Approved Book-Entry System for Commercial
Paper, in each case only in accordance with applicable Securities and
Exchange Commission rules, regulations, and no-action correspondence,
and at all times subject to the following provisions:

(a) The Custodian may (either directly or through one or more
subcustodians employed pursuant to Section 2) keep
commercial paper of the Fund in an Approved Book-Entry
System for Commercial Paper, provided that such paper is
issued in book entry form by the Custodian or subcustodian
on behalf of an issuer with which the Custodian or
subcustodian has entered into a book-entry agreement and
provided further that such paper is maintained in a
non-proprietary account ("Account") of the Custodian or
such subcustodian in an Approved Book-Entry System for
Commercial Paper which shall not include any assets of the
Custodian or such subcustodian or any other person other
than assets held by the Custodian or such subcustodian as
a fiduciary, custodian, or otherwise for its customers.

(b) The records of the Custodian with respect to commercial
paper of the Fund which is maintained in an Approved
Book-Entry System for Commercial Paper shall identify by
book-entry each specific issue of commercial paper
purchased by the Fund which is included in the System and
shall at all times during regular business hours be open
for inspection by authorized officers, employees or agents
of the Fund. The Custodian shall be fully and completely
responsible for maintaining a recordkeeping system capable
of accurately and currently stating the Fund's holdings of
commercial paper maintained in each such System.

(c) The Custodian shall pay for commercial paper purchased in
book-entry form for the account of the Fund only upon
contemporaneous (i) receipt of notice or advice

from the issuer that such paper has been issued, sold and
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
purchase, payment and transfer for the account of the
Fund. The Custodian shall transfer such commercial

<PAGE> 18

paper which is sold or cancel such commercial paper which
is redeemed for the account of the Fund only upon
contemporaneous (i) receipt of notice or advice that
payment for such paper has been transferred to the Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer or redemption and
payment for the account of the Fund. Copies of all notices,
advises and confirmations of transfers of commercial paper
for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be
promptly provided to the Fund at its request. The
Custodian shall promptly send to the Fund confirmation of
each transfer to or from the account of the Fund in the
form of a written advice or notice of each such
transaction, and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in
the System for the account of the Fund on the next business
day.

(d) The Custodian shall promptly send to the Fund any report
or other communication received or obtained by the
Custodian relating to each System's accounting system,
system of internal accounting controls or procedures for
safeguarding commercial paper deposited in the System; the
Custodian shall promptly send to the Fund any report or
other communication relating to the Custodian's internal
accounting controls and procedures for safeguarding
commercial paper deposited in any Approved Book-Entry
System for Commercial Paper; and the Custodian shall
ensure that any agent appointed pursuant to Paragraph K
hereof or any subcustodian employed pursuant to Section 2
hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to
such agent's or subcustodian's internal accounting
controls and procedures for safeguarding securities
deposited in any Approved Book-Entry System for Commercial
Paper.

(e) The Custodian shall not act under this Paragraph M in the
absence of receipt of a certificate of an officer of the
Fund that the Board has approved the use of a particular
Approved Book-Entry System for Commercial Paper; the
Custodian shall also obtain appropriate assurance from the
officers of the Fund that the Board

has annually reviewed and approved the continued use by
the Fund of each Approved Book-Entry System for Commercial
Paper, so long as such review and approval is required by
Rule 17f-4 under the Investment Company Act of 1940, and
the Fund shall promptly notify the Custodian if the use of
an Approved Book-Entry System for Commercial Paper is to
be discontinued; at the request of the Fund, the Custodian
will terminate the use of any such System as promptly as
practicable.

<PAGE> 19

(f) The Custodian (or subcustodian, if the Approved Book-Entry
System for Commercial Paper is maintained by the
subcustodian) shall issue physical commercial paper or
promissory notes whenever requested to do so by the Fund
or in the event of an electronic system failure which
impedes issuance, transfer or custody of direct issue
commercial paper by book-entry.

(g) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund
for any loss or damage to the Fund resulting from use of
any Approved Book-Entry System for Commercial Paper by
reason of any negligence, misfeasance or misconduct of the
Custodian or any of its agents or subcustodians or of any
of its or their employees or from any failure of the
Custodian or any such agent or subcustodian to enforce
effectively such rights as it may have against the System,
the issuer of the commercial paper or any other person; at
the election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect to
any claim against the System, the issuer of the commercial
paper or any other person which the Custodian may have as
a consequence of any such loss or damage if and to the
extent that the Fund has not been made whole for any such
loss or damage.

N. SEGREGATED ACCOUNT The Custodian shall upon receipt of proper
instructions establish and maintain a segregated account or
accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to
Paragraph L hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and any registered
broker-dealer (or any futures commission merchant), relating to
compliance with the rules of the Options Clearing Corporation and
of any registered national securities exchange (or of the
Commodity Futures Trading Commission or of any contract market or
commodities exchange), or of any similar

organization or organizations, regarding escrow or deposit or
other arrangements in connection with transactions by the Fund,
(ii) for purposes of segregating cash or U.S. Government
securities in connection with options purchased, sold or written
by the Fund or futures contracts or options thereon purchased or
sold by the Fund, (iii) for the purposes of compliance by the Fund
with the procedures required by Investment Company Act Release No.
10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated
accounts by registered investment companies and (iv) for other
proper purposes, but only, in the case of clause (iv), upon
receipt of, in addition to proper instructions, a certificate
signed by two officers of the Fund, setting forth the purpose such
segregated account and declaring such purpose to be a proper
purpose.

<PAGE> 20

O. OWNERSHIP CERTIFICATES FOR TAX PURPOSES The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Fund
held by it and in connection with transfers of securities.

P. PROXIES The Custodian shall, with respect to the securities held
by it hereunder, cause to be promptly delivered to the Fund all
forms of proxies and all notices of meetings and any other notices
or announcements or other written information affecting or
relating to the securities, and upon receipt of proper
instructions shall execute and deliver or cause its nominee to
execute and deliver such proxies or other authorizations as may be
required. Neither the Custodian nor its nominee shall vote upon
any of the securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except
as otherwise herein provided) unless ordered to do so by proper
instructions.

Q. COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES The
Custodian shall deliver promptly to the Fund all written
information (including, without limitation, pendency of call and
maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers and other persons relating
to the securities and participation interests being held for the
Fund. With respect to tender or exchange offers, the Custodian
shall deliver promptly to the Fund all written information

received by the Custodian from issuers and other persons relating
to the securities and participation interests whose tender or
exchange is sought and from the party (or his agents) making the
tender or exchange offer.

R. EXERCISE OF RIGHTS; TENDER OFFERS In the case of tender offers,
similar offers to purchase or exercise rights (including, without
limitation, pendency of calls and maturities of securities and
participation interests and expirations of rights in connection
therewith and notices of exercise of call and put options and the
maturity of futures contracts) affecting or relating to securities
and participation interests held by the Custodian under this
Agreement, the Custodian shall have responsibility for promptly
notifying the Fund of all such offers in accordance with the
standard of reasonable care set forth in Section 8 hereof. For
all such offers for which the Custodian is responsible as provided
in this Paragraph R, the Fund shall have responsibility for
providing the Custodian with all necessary instructions in timely
fashion. Upon receipt of proper instructions, the Custodian shall
timely deliver to the issuer or trustee thereof, or to the agent
of either, warrants, puts, calls, rights or similar

<PAGE> 21

securities for the purpose of being exercised or sold upon proper
receipt therefor and upon receipt of assurances satisfactory to
the Custodian that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian or
any subcustodian employed pursuant to Section 2 hereof. Upon
receipt of proper instructions, the Custodian shall timely deposit
securities upon invitations for tenders of securities upon proper
receipt therefor and upon receipt of assurances satisfactory to
the Custodian that the consideration to be paid or delivered or
the tendered securities are to be returned to the Custodian or
subcustodian employed pursuant to Section 2 hereof.
Notwithstanding any provision of this Agreement to the contrary,
the Custodian shall take all necessary action, unless otherwise
directed to the contrary by proper instructions, to comply with
the terms of all mandatory or compulsory exchanges, calls,
tenders, redemptions, or similar rights of security ownership, and
shall thereafter promptly notify the Fund in writing of such
action.

S. DEPOSITORY RECEIPTS The Custodian shall, upon receipt of proper
instructions, surrender or cause to be surrendered foreign
securities to the depository used by an issuer of American
Depository Receipts, European Depository Receipts or International
Depository Receipts (hereinafter collectively referred to as
"ADRs") for such securities, against a written receipt therefor
adequately describing such securities and written evidence
satisfactory to the Custodian that the depository has acknowledged
receipt of instructions to issue with respect to such securities
ADRs in the name of a nominee of the Custodian or in the name or
nominee name of any subcustodian employed pursuant to Section 2
hereof, for delivery to the Custodian or such subcustodian at such
place as the Custodian or such subcustodian may from time to time
designate. The Custodian shall, upon receipt of proper
instructions, surrender ADRs to the issuer thereof against a
written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian
that the issuer of the ADRs has acknowledged receipt of
instructions to cause its depository to deliver the securities
underlying such ADRs to the Custodian or to a subcustodian
employed pursuant to Section 2 hereof.

T. INTEREST BEARING CALL OR TIME DEPOSITS The Custodian shall, upon
receipt of proper instructions, place interest bearing fixed term
and call deposits with the banking department of such banking
institution (other than the Custodian) and in such amounts as the
Fund may designate. Deposits may be denominated in U.S. Dollars
or other currencies. The Custodian shall include in its records
with respect to the assets of the Fund appropriate notation as to
the amount and currency of each such deposit, the accepting
banking institution and other appropriate details and shall retain
such forms of advice or receipt evidencing the deposit, if any, as
may be forwarded to the Custodian by the banking
<PAGE> 22

institution. Such deposits shall be deemed portfolio securities
of the applicable Fund for the purposes of this Agreement, and the
Custodian shall be responsible for the collection of income from
such accounts and the transmission of cash to and from such
accounts.

U. Options, Futures Contracts and Foreign Currency Transactions
------------------------------------------------------------

1. OPTIONS. The Custodians shall, upon receipt of proper
instructions and in accordance with the provisions of any
agreement between the Custodian, any registered
broker-dealer and, if necessary, the Fund, relating to
compliance with the rules of the Options Clearing
Corporation or of any registered national securities
exchange or similar organization or organizations, receive
and retain confirmations or other documents, if any,
evidencing the purchase or writing of an option on a
security, securities index, currency or other financial
instrument or index by the Fund;

deposit and maintain in a segregated account for each Fund
separately, either physically or by book-entry in a
Securities System, securities subject to a covered call
option written by the Fund; and release and/or transfer
such securities or other assets only in accordance with a
notice or other communication evidencing the expiration,
termination or exercise of such covered option furnished
by the Options Clearing Corporation, the securities or
options exchange on which such covered option is traded or
such other organization as may be responsible for handling
such options transactions. The Custodian and the
broker-dealer shall be responsible for the sufficiency of
assets held in each Fund's segregated account in
compliance with applicable margin maintenance
requirements.

2. FUTURES CONTRACTS The Custodian shall, upon receipt of
proper instructions, receive and retain confirmations and
other documents, if any, evidencing the purchase or sale
of a futures contract or an option on a futures contract
by the Fund; deposit and maintain in a segregated account,
for the benefit of any futures commission merchant, assets
designated by the Fund as initial, maintenance or
variation "margin" deposits (including mark- to-market
payments) intended to secure the Fund's performance of its
obligations under any futures contracts purchased or sold
or any options on futures contracts written by Fund, in
accordance with the provisions of any agreement or
agreements among the Fund, the Custodian and such futures
commission merchant, designed to comply with the rules of
the Commodity Futures Trading Commission and/or of any
contract market or commodities exchange or similar
organization regarding such margin deposits or payments;
and release and/or transfer assets in such margin accounts
only in

<PAGE> 23

accordance with any such agreements or rules. The
Custodian and the futures commission merchant shall be
responsible for the sufficiency of assets held in the
segregated account in compliance with the applicable
margin maintenance and mark-to-market payment requirements.

3. FOREIGN EXCHANGE TRANSACTIONS The Custodian shall,
pursuant to proper instructions, enter into or cause a
subcustodian to enter into foreign exchange contracts,
currency swaps or options to purchase and sell foreign
currencies for spot and future delivery on behalf and for
the account of the Fund. Such transactions may be
undertaken by the Custodian or subcustodian with such
banking or financial institutions or other currency
brokers, as set forth in proper instructions. Foreign
exchange contracts, swaps and options shall be deemed to
be portfolio securities of the Fund; and accordingly, the
responsibility of the Custodian therefor shall be the same
as and no greater than the Custodian's responsibility in
respect of other portfolio securities of the Fund. The
Custodian shall be responsible for the transmittal to and
receipt of cash from the currency broker or banking or
financial institution with which the contract or option is
made, the maintenance of proper records with respect to
the transaction and the maintenance of any segregated
account required in connection with the transaction. The
Custodian shall have no duty with respect to the selection
of the currency brokers or banking or financial
institutions with which the Fund deals or for their
failure to comply with the terms of any contract or
option. Without limiting the foregoing, it is agreed that
upon receipt of proper instructions and insofar as funds
are made available to the Custodian for the purpose, the
Custodian may (if determined necessary by the Custodian to
consummate a particular transaction on behalf and for the
account of the Fund) make free outgoing payments of cash
in the form of U.S. dollars or foreign currency before
receiving confirmation of a foreign exchange contract or
swap or confirmation that the countervalue currency
completing the foreign exchange contract or swap has been
delivered or received. The Custodian shall not be
responsible for any costs and interest charges which may
be incurred by the Fund or the Custodian as a result of
the failure or delay of third parties to deliver foreign
exchange; provided that the Custodian shall nevertheless
be held to the standard of care set forth in, and shall be
liable to the Fund in accordance with, the provisions of
Section 8.

V. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY The Custodian may in its
discretion, without express authority from the Fund:

<PAGE> 24

1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, PROVIDED, that all such
payments shall be accounted for by the Custodian to the
Treasurer of the Fund;

2) surrender securities in temporary form for securities in
definitive form;

3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and

4) in general, attend to all nondiscretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities
and property of the Fund except as otherwise directed by
the Fund.

4. Duties of Bank with Respect to Books of Account and Calculations of Net
Asset Value
-----------------------------------------------------------------------

The Bank shall as Agent (or as Custodian, as the case may be) keep such books
of account and render as at the close of business on each day a detailed
statement of the amounts received or paid out and of securities received or
delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any authorized officer
of the Fund; and shall compute and determine, as of the close of regular
trading on the New York Stock Exchange, or at such other time or times as the
Board may determine, the net asset value of a Share in the Fund, such
computation and determination to be made in accordance with the governing
documents of the Fund and the votes and instructions of the Board at the time
in force and applicable, and promptly notify the Fund and its investment
adviser and such other persons as the Fund may request of the result of such
computation and determination. In computing the net asset value the Custodian
may rely upon security quotations received by telephone or otherwise from
sources or pricing services designated by the Fund by proper instructions, and
may further rely upon information furnished to it by any authorized officer of
the Fund relative (a) to liabilities of the Fund not appearing on its books of
account, (b) to the existence, status and proper treatment of any reserve or
reserves, (c) to any procedures established by the Board regarding the
valuation of portfolio securities, and (d) to the value to be assigned to any
bond, note, debenture, Treasury bill, repurchase agreement, subscription right,
security, participation interest or other asset or property for which market
quotations are not readily available.

5. Records and Miscellaneous Duties
--------------------------------

The Bank shall create, maintain and preserve all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Fund

<PAGE> 25

under the Investment Company Act of 1940, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state
tax laws and any other law or administrative rules or procedures which may be
applicable to the Fund. All books of account and records maintained by the Bank
in connection with the performance of its duties under this Agreement shall be
the property of the Fund, shall at all times during the regular business hours
of the Bank be open for inspection by authorized officers, employees or agents
of the Fund, and in the event of termination of this Agreement shall be
delivered to the Fund or to such other person or persons as shall be designated
by the Fund. Disposition of any account or record after any required period of
preservation shall be only in accordance with specific instructions received
from the Fund. The Bank shall assist generally in the preparation of
reports to shareholders, audits of accounts, and other ministerial matters of
like nature; and, upon request, shall furnish the Fund's auditors with an
attested inventory of securities held with appropriate information as to
securities in transit or in the process of purchase or sale and with such other
information as said auditors may from time to time request. The Custodian shall
also maintain records of all receipts, deliveries and locations of such
securities, together with a current inventory thereof, and shall conduct
periodic verifications (including sampling counts at the Custodian) of
certificates representing bonds and other securities for which it is responsible
under this Agreement in such manner as the Custodian shall determine from time
to time to be advisable in order to verify the accuracy of such inventory. The
Bank shall not disclose or use any books or records it has prepared or
maintained by reason of this Agreement in any manner except as expressly
authorized herein or directed by the Fund, and the Bank shall keep confidential
any information obtained by reason of this Agreement.

6. Opinion of Fund's Independent Public Accountants
------------------------------------------------

The Custodian shall take all reasonable action, as the Fund may from time to
time request, to enable the Fund to obtain from year to year favorable opinions
from the Fund's independent public accountants with respect to its activities
hereunder in connection with the preparation of the Fund's registration
statement and Form N-SAR or other periodic reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.

7. Compensation and Expenses of Bank
---------------------------------

The Bank shall be entitled to reasonable compensation for its services as
Custodian and Agent, as agreed upon from time to time between the Fund and the
Bank. The Bank shall entitled to receive from the Fund on demand reimbursement
for its cash disbursements, expenses and charges, including counsel fees, in
connection with its duties as Custodian and Agent hereunder, but excluding
salaries and usual overhead expenses.

8. Responsibility of Bank
----------------------

<PAGE> 26

So long as and to the extent that it is in the exercise of reasonable care, the
Bank as Custodian and Agent shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties.

The Bank as Custodian and Agent shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to
such advice.

The Bank as Custodian and Agent shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement but shall be liable only
for its own negligent or bad faith acts or failures to act. Notwithstanding
the foregoing, nothing contained in this paragraph is intended to nor shall it
be construed to modify the standards of care and responsibility set forth in
Section 2 hereof with respect to subcustodians and in subparagraph f of
Paragraph L of Section 3 hereof with respect to Securities Systems and in
subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.

The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to subcustodians
generally in Section 2 hereof, provided that, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank, the Custodian shall not be
liable for any loss, damage, cost, expense, liability or claim resulting from,
or caused by, the direction of or authorization by the Fund to maintain custody
of any securities or cash of the Fund in a foreign county including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, revolution,
military or usurped powers, nuclear fission, fusion or radiation, earthquake,
storm or other disturbance of nature or acts of God.

If the Fund requires the Bank in any capacity to take any action with respect
to securities, which action involves the payment of money or which action may,
in the opinion of the Bank, result in the Bank or its nominee assigned to the
Fund being liable for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

9. Persons Having Access to Assets of the Fund
-------------------------------------------

(i) No trustee, director, general partner, officer, employee
or agent of the Fund shall have physical access to the
assets of the Fund held by the Custodian or be authorized
or permitted to withdraw any investments of the Fund, nor
shall the Custodian deliver any assets of the Fund to any
such person. No officer or director, employee or agent of
the Custodian who holds any similar position with the Fund
or the

<PAGE> 27

investment adviser of the Fund shall have access to the
assets of the Fund.

(ii) Access to assets of the Fund held hereunder shall only be
available to duly authorized officers, employees,
representatives or agents of the Custodian or other
persons or entities for whose actions the Custodian shall
be responsible to the extent permitted hereunder, or to
the Fund's independent public accountants in connection
with their auditing duties performed on behalf of the
Fund.

(iii) Nothing in this Section 9 shall prohibit any officer,
employee or agent of the Fund or of the investment adviser
of the Fund from giving instructions to the Custodian or
executing a certificate so long as it does not result in
delivery of or access to assets of the Fund prohibited by
paragraph (i) of this Section 9.

10. Effective Period, Termination and Amendment; Successor Custodian
----------------------------------------------------------------

This Agreement shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid
to the other party, such termination to take effect not sooner than sixty (60)
days after the date of such delivery or mailing; provided, that the Fund may at
any time by action of its Board, (i) substitute another bank or trust company
for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Federal Deposit Insurance
Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts
or upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction. Upon termination of the
Agreement, the Fund shall pay to the Custodian such compensation as may be due
as of the date of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.

Unless the holders of a majority of the outstanding Shares of the Fund vote to
have the securities, funds and other properties held hereunder delivered and
paid over to some other bank or trust company, specified in the vote, having
not less than $2,000,000 of aggregate capital, surplus and undivided profits,
as shown by its last published report, and meeting such other qualifications
for custodians set forth in the Investment Company Act of 1940, the Board
shall, forthwith, upon giving or receiving notice of termination of this
Agreement, appoint as successor custodian, a bank or trust company having such
qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon
termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no such vote has been

<PAGE> 28

adopted by the shareholders and that no written order designating a successor
custodian shall have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the
securities, funds and other properties of the Fund to the Fund but shall have
the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all funds, securities and properties of the Fund held by or
deposited with the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank relative
thereto. Thereafter such bank or trust company shall be the successor of the
Custodian under this Agreement.

11. Interpretive and Additional Provisions
--------------------------------------

In connection with the operation of this Agreement, the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition
to the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
governing instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.

12. Certification as to Authorized Officers
---------------------------------------

The Secretary of the Fund shall at all times maintain on file with the Bank his
certification to the Bank, in such form as may be acceptable to the Bank, of
the names and signatures of the authorized officers of each fund, it being
understood that upon the occurence of any change in the information set forth
in the most recent certification on file (including without limitation any
person named in the most recent certification who has ceased to hold the office
designated therein), the Secretary of the Fund shall sign a new or amended
certification setting forth the change and the new, additional or ommitted
names or signatures. The Bank shall be entitled to rely and act upon any
officers named in the most recent certification.

13. Notices
-------

Notices and other writings delivered or mailed postage prepaid to the Fund
addressed to Thomas H. Drohan, John Hancock Advisers, Inc., 101 Huntington
Avenue, Boston, Massachusetts 02199, or to such other address as the Fund may
have designated to the Bank, in writing, or to Investors Bank & Trust Company,
24 Federal Street, Boston, Massachusetts 02110, shall be deemed to have been
properly delivered or given hereunder to the respective addressees.

<PAGE> 29

14. Massachusetts Law to Apply; Limitations on Liability
----------------------------------------------------

This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of The Commonwealth of Massachusetts.

If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.
Each Fund, and each series or portfolio of a Fund, shall be liable only for its
own obligations to the Custodian under this Agreement and shall not be jointly
or severally liable for the obligations of any other Fund, series or portfolio
hereunder.

<PAGE> 30

15. Adoption of the Agreement by the Fund
-------------------------------------

The Fund represents that its Board has approved this Agreement and has duly
authorized the Fund to adopt this Agreement. This Agreement shall be deemed to
supersede and terminate, as of the date first written above, all prior
agreements between the Fund and the Bank relating to the custody of the Fund's
assets.

* * * *
<PAGE> 31

In Witness Whereof, the parties hereto have caused this agreement to be
executed in duplicate as of the date first written above by their respective
officers thereunto duly authorized.

John Hancock Mutual Funds

by: /s/ Robert G. Freedman
----------------------
Attest:

/s/Avery P. Maher
- -----------------

Investors Bank & Trust Company

by: /s/ Henry M. Joyce
------------------

Attest:

/s/ JM Keenan
- -------------
<PAGE> 32

Page 1 of 2

INVESTORS BANK & TRUST COMPANY

APPENDIX A

[EFFECTIVE JANUARY 30, 1995]

John Hancock Limited Term Government Fund
John Hancock Capital Series
John Hancock Special Value Fund
John Hancock Growth Fund
John Hancock Income Securities Trust
John Hancock Investors Trust
John Hancock Sovereign Bond Fund
John Hancock Sovereign Investors Fund, Inc.
John Hancock Sovereign Investors Fund
John Hancock Sovereign Balanced Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Independence Diversified Core Equity Fund
John Hancock Strategic Income Fund
John Hancock Utilities Fund
John Hancock Tax-Exempt Income Fund
John Hancock Tax-Exempt Series Fund
California Portfolio
Massachusetts Portfolio
New York Portfolio
John Hancock Technology Series, Inc.
John Hancock National Aviation & Technology Fund
John Hancock Global Technology Fund
Freedom Investment Trust
John Hancock Gold & Government Fund
John Hancock Regional Bank Fund
John Hancock Sovereign U.S. Government Income Fund
John Hancock Managed Tax-Exempt Fund
John Hancock Sovereign Achievers Fund
Freedom Investment Trust II
John Hancock Special Opportunities Fund
Freedom Investment Trust III
John Hancock Discovery Fund

<PAGE> 33
Page 2 of 2

INVESTORS BANK & TRUST COMPANY

APPENDIX A

[EFFECTIVE JANUARY 30, 1995]

John Hancock Series, Inc.
John Hancock Emerging Growth Fund
John Hancock Global Resources Fund
John Hancock Government Income Fund
John Hancock High Yield Bond Fund
John Hancock High Yield Tax-Free Fund
John Hancock Money Market Fund B
John Hancock Cash Reserve, Inc.
John Hancock Current Interest
John Hancock U.S. Government Cash Reserve
John Hancock Capital Growth Fund
John Hancock Investment Trust
John Hancock Growth and Income Fund
John Hancock California Tax-Free Income Fund
John Hancock Tax-Free Bond Fund
John Hancock Bond Fund
John Hancock Investment Quality Bond Fund
John Hancock Government Securities Trust
John Hancock U.S. Government Trust
John Hancock Adjustable U.S. Government Trust
John Hancock Adjustable U.S. Government Fund
John Hancock Intermediate Government Trust
John Hancock Institutional Series Trust
John Hancock Berkeley Dividend Performers Fund
John Hancock Berkeley Bond Fund
John Hancock Berkeley Fundamental Value Fund
John Hancock Berkeley Sector Opportunity Fund
John Hancock Independence Diversified Core Equity Fund II
John Hancock Independence Value Fund
John Hancock Independence Growth Fund
John Hancock Independence Medium Capitalization Fund
John Hancock Independence Balanced Fund

<PAGE> 1
Exhibit 99.B9

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 15th day of May, 1995 by and between JOHN
HANCOCK BOND FUND, JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND, JOHN HANCOCK
CAPITAL GROWTH FUND, JOHN HANCOCK CASH RESERVE, INC., JOHN HANCOCK CURRENT
INTEREST, JOHN HANCOCK INVESTMENT TRUST, JOHN HANCOCK SERIES, INC., JOHN
HANCOCK TAX-FREE BOND FUND (each a "Fund") and JOHN HANCOCK INVESTOR SERVICES
CORPORATION ("INVESTOR SERVICES"), each having their principal office and place
of business at 101 Huntington Avenue, Boston, Massachusetts 02199.

WITNESSETH:

WHEREAS, the Fund desires to appoint INVESTOR SERVICES as its transfer
agent, dividend disbursing agent and agent in connection with certain other
activities, and INVESTOR SERVICES desires to accept such appointment;

WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

Article 1 Terms of Appointment: Duties of INVESTOR SERVICES

1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby, employs and appoints INVESTOR SERVICES to act as,
and INVESTOR SERVICES agrees to act as transfer agent for the Fund's authorized
and issued shares of beneficial interest or common stock, as the case may be
("Shares"), with any accumulation, open-account or similar plans provided to
the shareholders of the Fund ("Shareholders") and set out in the currently
effective prospectus of the Fund, including without limitation any periodic
investment plan or periodic withdrawal program.

1.02 INVESTOR SERVICES agrees that it will perform the following
services:

(a) In accordance with procedures established from time to time by
agreement between the Fund and INVESTOR SERVICES, INVESTOR SERVICES shall:

(i) Receive for acceptance orders for the purchase of
Shares, and promptly deliver payment and appropriate documentation therefor to
the custodian of the Fund (the "Custodian");

(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate Shareholder account;

(iii) Receive for acceptance, redemption requests and
redemption directions and deliver the appropriate documentation therefor to the
Custodian;

1
<PAGE> 2

(iv) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;

(v) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;

(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund;

(vii) Maintain records of account for and advise the Fund
and their Shareholders as to the foregoing; and

(viii) Record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares
of the Fund which are authorized, based upon data provided to it by the Fund,
and issued and outstanding. INVESTOR SERVICES shall also provide the Fund on a
regular basis with the total number of Shares which are authorized and issued
and outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions shall be the
sole responsibility of the Fund.

(b) In addition to and not in lieu of the services set forth in
the above paragraph (a), INVESTOR SERVICES shall: (i) perform all of the
customary services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or periodic
withdrawal program); including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and mailing confirmations
forms and statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a system which will
enable the Funds to monitor the total number of Shares sold in each State.

(c) In addition, the Fund shall (i) identify to INVESTOR SERVICES
in writing those transactions and assets to be treated as exempt from the blue
sky reporting for each State and (ii) verify the establishment of transactions
for each State on the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of INVESTOR SERVICES for the
Fund's blue sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the Fund and
the reporting of such transactions to the Fund as provided above.

(d) Additionally, INVESTOR SERVICES shall:

(i) Utilize a system to identify all share transactions which
involve purchase and redemption orders that are processed at a time other than
the time of the computation of net asset

2
<PAGE> 3
value per share next computed after receipt of such orders, and shall compute
the net effect upon the Fund of such transactions so identified on a daily and
cumulative basis.

(ii) If upon any day the cumulative net effect of such transactions
upon a Fund is negative and exceed a dollar amount equivalent to 1/2 of 1 cent
per share, INVESTOR SERVICES shall promptly make a payment to the Fund in cash
or through the use of a credit, in the manner described in paragraph (iv)
below, in such amount as may be necessary to reduce the negative cumulative net
effect to less than 1/2 of 1 cent per share.

(iii) If on the last business day of any month the cumulative net
effect upon a Fund (adjusted by the amount of all prior payments and credits by
INVESTOR SERVICES and the Fund) is negative, the Fund shall be entitled to a
reduction in the fee next payable under the Agreement by an equivalent amount,
except as provided in paragraph (iv) below. If on the last business day in any
month the cumulative net effect upon a Fund (adjusted by the amount of all
prior payments and credits by INVESTOR SERVICES and the Fund) is positive,
INVESTOR SERVICES shall be entitled to recover certain past payments and
reductions in fees, and to credit against all future payments and fee
reductions that may be required under the Agreement as herein described in
paragraph (iv) below.

(iv) At the end of each month, any positive cumulative net effect
upon a Fund shall be deemed to be a credit to INVESTOR SERVICES which shall
first be applied to permit INVESTOR SERVICES to recover any prior cash payments
and fee reductions made by it to the Fund under paragraphs (ii) and (iii) above
during the calendar year, by increasing the amount of the monthly fee under the
Agreement next payable in an amount equal to prior payments and fee reductions
made by INVESTOR SERVICES during such calendar year, but not exceeding the sum
of that month's credit and credits arising in prior months during such calendar
year to the extent such prior credits have not previously been utilized as
contemplated by this paragraph. Any portion of a credit to INVESTOR SERVICES
not so used by it shall remain as a credit to be used as payment against the
amount of any future negative cumulative net effects that would otherwise
require a cash payment or fee reduction to be made to the Fund pursuant to
paragraphs (ii) or (iii) above (regardless of whether or not the credit or any
portion thereof arose in the same calendar year as that in which the negative
cumulative net effects or any portion thereof arose).

(v) INVESTOR SERVICES shall supply to the Funds from time to time,
as mutually agreed upon, reports summarizing the transactions identified
pursuant to paragraph (i) above, and the daily and cumulative net effects of
such transactions, and shall advise the Funds at the end of each month of the
net cumulative effect at such time. INVESTOR SERVICES shall promptly advise
the Funds if at any time the cumulative net effect exceeds a dollar amount
equivalent to 1/2 of 1 cent per share.

(vi) In the event that this Agreement is terminated for whatever
cause, the Funds shall promptly pay to INVESTOR SERVICES an amount in cash
equal to the amount by which the cumulative net effect upon the Funds is
positive or, if the cumulative net effect upon the Funds is negative, INVESTOR
SERVICES shall promptly pay to the Funds an amount in cash equal to the amount
of such cumulative net effect.

Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and INVESTOR SERVICES but the
failure of the Funds to establish

3
<PAGE> 4
such procedures with respect to any service shall not in any way diminish the
duty and obligation of INVESTOR SERVICES to perform such services hereunder.

Article 2 Fees and Expenses

2.01 For performance by INVESTOR SERVICES pursuant to this
Agreement, the Funds agree to pay INVESTOR SERVICES an annual maintenance fee
for each Shareholder account as set forth in the initial fee schedule attached
hereto. Such fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and INVESTOR SERVICES.

2.02 In addition to the fee paid under Section 2.01 above the Funds
agree to reimburse INVESTOR SERVICES for out-of- pocket expenses or advances
incurred by INVESTOR SERVICES for the items set out in the fee schedule
attached hereto. In addition, any other expenses incurred by INVESTOR SERVICES
at the request or with the consent of the Funds, will be reimbursed by the
Funds.

2.03 The Funds agree to pay all fees and reimbursable expenses
promptly following the mailing of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to INVESTOR SERVICES by the Funds at
least seven (7) days prior to the mailing date of such materials.

Article 3 Indemnification

3.01 INVESTOR SERVICES shall not be responsible for, and the Funds
shall indemnify and hold INVESTOR SERVICES harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:

(a) All actions of INVESTOR SERVICES or its agent or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct.

(b) The Funds' refusal or failure to comply with the terms of this
Agreement, or which arise out of the Funds' lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.

(c) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state unless such violation results from any action or omission by INVESTOR
SERVICES or any of its agents or sub-contractors which fails to comply with
written instructions of the Fund or any officer of the Fund that no offers or
sales be made in general or to the residents of a particular state.

3.02 INVESTOR SERVICES shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributed to any action
or failure or omission to act by INVESTOR SERVICES as a result of INVESTOR
SERVICES's lack of good faith, negligence or willful misconduct.

4
<PAGE> 5
3.03 At any time INVESTOR SERVICES may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by INVESTOR
SERVICES under this Agreement, and INVESTOR SERVICES and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. INVESTOR SERVICES, its agents and subcontractors shall
be protected and indemnified in acting upon any paper or document furnished by
or on behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided INVESTOR SERVICES or its agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. INVESTOR SERVICES, its agents and subcontractors shall also be
protected and indemnified in recognizing share certificates which are
reasonably believed to bear the proper manual or facsimile signatures of the
officer of the Fund, and the proper countersignature of any former transfer
agent or registrar, or of a co-transfer agent or co- registrar.

3.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to
the other for any damages resulting from such failure to perform or otherwise
from such causes.

3.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.

3.06 In order that the indemnification provisions contained in this
Article 4 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.

Article 4 Covenants of the Fund and INVESTOR SERVICES

4.01 INVESTOR SERVICES hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
share certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.

4.02 INVESTOR SERVICES shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, INVESTOR SERVICES agrees that all such
records prepared or maintained by INVESTOR SERVICES relating to the services to
be performed by INVESTOR SERVICES hereunder are the

5
<PAGE> 6
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered to the Fund on
and in accordance with its request.

4.03 INVESTOR SERVICES and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.

4.04 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, INVESTOR SERVICES will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund as to
such instruction. INVESTOR SERVICES reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.

Article 5 Termination of Agreement

5.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days' written notice to the other.

5.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund. Additionally, INVESTOR SERVICES reserves the right
to charge for any other reasonable expenses associated with such termination.

Article 6 Assignment

6.01 Except as provided in Section 6.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

6.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

6.03 INVESTOR SERVICES may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered
as a transfer agent pursuant to Section 17A (c)(1) of the Securities Exchange
Act of 1934 ("Section 17A (c)(1)"), (ii) or any other entity INVESTOR SERVICES
deems appropriate in order to comply with the terms and conditions of this
Agreement, provided, however, that INVESTOR SERVICES shall be as fully
responsible to the Fund for the acts and omissions of any subcontractor as it
is for its own acts and omissions.

Article 7 Amendment

7.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Board of Directors or Trustees, as the case may be, of the Fund.

6
<PAGE> 7

Article 8 Massachusetts Law to Apply

8.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

Article 9 Merger of Agreement

9.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.

JOHN HANCOCK BOND FUND
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
JOHN HANCOCK CAPITAL GROWTH FUND
JOHN HANCOCK CASH RESERVE, INC.
JOHN HANCOCK CURRENT INTEREST
JOHN HANCOCK INVESTMENT TRUST
JOHN HANCOCK SERIES, INC.
JOHN HANCOCK TAX-FREE BOND FUND

ATTEST:

______________ BY: Anne C. Hodsdon
---------------
Anne C. Hodsdon
President

ATTEST JOHN HANCOCK INVESTOR SERVICES CORPORATION

______________ BY: David A. King
-------------
David A. King
President

7
<PAGE> 8

FEE SCHEDULE

<TABLE>
<CAPTION>
Fund Name Annual Per Account
- --------- ------------------
<S> <C>
John Hancock Cash Reserve $25.00
John Hancock U.S. Government Cash Reserve $25.00
Money Market Fund B $25.00
John Hancock Government Securities Trust - Class A $20.00
John Hancock Government Securities Trust - Class B $22.50
John Hancock Investment Quality Bond Fund - Class A $20.00
John Hancock Investment Quality Bond Fund - Class B $22.50
John Hancock Capital Growth Fund - Class A $16.00
John Hancock Capital Growth Fund - Class B $18.50
John Hancock Growth and Income Fund - Class A $16.00
John Hancock Growth and Income Fund - Class B $18.50
John Hancock Intermediate Government Trust - Class A $16.00
John Hancock Intermediate Government Trust - Class B $18.50
John Hancock Tax-Free Bond Fund - Class A $19.00
John Hancock Tax-Free Bond Fund - Class B $22.50
John Hancock California Tax-Free Income Fund - Class A $19.00
John Hancock California Tax-Free Income Fund - Class B $21.50
John Hancock U.S. Government Cash Reserve - Class A $20.00
John Hancock U.S. Government Cash Reserve - Class B $22.50
John Hancock Adjustable U.S. Government Trust - Class A $20.00
John Hancock Adjustable U.S. Government Trust - Class B $22.50
John Hancock Government Income Fund - Class A $20.00
John Hancock Government Income Fund - Class B $22.50
John Hancock High Yield Bond Fund - Class A $20.00
John Hancock High Yield Bond Fund - Class B $22.50
John Hancock High Yield Tax-Free Fund - Class A $19.00
John Hancock High Yield Tax-Free Fund - Class B $21.50
John Hancock Emerging Growth Fund - Class A $16.00
John Hancock Emerging Growth Fund - Class B $18.50
John Hancock Global Resources Fund - Class A $16.00
John Hancock Global Resources Fund - Class B $18.50
</TABLE>

<PAGE> 1
[ERNST & YOUNG LETTERHEAD]

CONSENT OF INDEPENDENT AUDITORS

We consent to the references made to our firm under the captions "Financial
Highlights" and "Independent Auditors" and to the use of our reports dated
December 2, 1994 related to John Hancock Money Market Fund B, John Hancock
Global Resources Fund, John Hancock High Yield Tax Free Fund, John Hancock High
Yield Bond Fund, John Hancock Emerging Growth Fund, and John Hancock Government
Income Fund, in Post-Effective Amendment No. 19 to the Registration Statement
(Form N-1A No. 33-16048) of John Hancock Series, Inc. (formerly Transamerica
Series, Inc.)

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP

Houston, Texas
May 9, 1995

<PAGE> 1
99.B15(H)

JOHN HANCOCK GLOBAL RESOURCES FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class A Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock
Global Resources Fund (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Company may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Company, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time, (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

The Company, on behalf of the Fund, shall pay to Broker Services a fee in
the amount specified in Article III hereof. Such fee may be spent by Broker
Services on any activities or expenses primarily intended to result in the sale
of Class A shares of the Fund, including, but not limited to the payment of
Distribution Expenses (as defined below) and Service Expenses (as defined
below). Distribution Expenses include, but are not limited to, (a) initial and
ongoing sales compensation payable out of such fee as it is received by Broker
Services or other broker- dealers ("Selling Brokers") that have entered into an
agreement with Broker Services for the sale of Class A shares of the Fund, (b)
direct out-of-pocket expenses incurred in connection with the distribution of
Class A shares of the Fund, including expenses related to printing of
prospectuses and reports to other than existing Class A shareholders of the
Fund, and preparation, printing and distribution of sales literature and
advertising materials, (c) an allocation of overhead and other branch office
expenses of Broker Services related to the distribution of Class A

<PAGE> 2

shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all of its assets to the Fund or which merges or otherwise
combines with the Fund.

Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class A shareholders of the Fund.

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by the Company, on behalf of the Fund, pursuant
to this Plan, and the basis upon which such expenditures will be made, shall be
determined by the Fund, and in no event shall such expenditures exceed an annual
rate of 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) to cover Distribution Expenses and Service Expenses, provided that
the portion of such fee used to cover Service Expenses may only constitute up to
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund payable annually pursuant to the Plan. Such expenditures
shall be calculated and accrued daily and paid monthly or at such other
intervals as the Directors shall determine. In the event Broker Services is not
fully reimbursed for payments made or other expenses incurred by it under this
Plan, such expenses will not be carried beyond one year from the date such
expenses were incurred. Any fees paid to Broker Services under this Plan during
any fiscal year of the Fund and not expended or allocated by Broker Services for
actual or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.

ARTICLE IV. EXPENSES BORNE BY THE FUND

Notwithstanding any other provision of this Plan, the Fund and its
investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the
respective expenses to be borne by them under the Investment Management Contract
dated December __, 1994, as from time to time continued and amended (the
"Management Contract"), and under the Fund's current prospectus as it is from
time to time in effect. Except as otherwise contemplated by this Plan, the
Company and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or should reasonably result in the sale
of shares of the Fund.

<PAGE> 3

ARTICLE V. APPROVAL BY DIRECTORS

This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Directors of the
Company and (b) those Directors of the Company who are not "interested persons"
of the Fund, as such term may be from time to time defined under the Act, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it (the "Independent Directors").

ARTICLE VI. CONTINUANCE

This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.

ARTICLE VII. INFORMATION

Broker Services shall furnish the Fund and its Directors quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Directors may request.

ARTICLE VIII. TERMINATION

This Plan may be terminated (a) at any time by vote of a majority of the
Directors, a majority of the Independent Directors, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

(a) That, with respect to the Fund, such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of the
Independent Directors or by vote of a majority of the Fund's then
outstanding voting Class A shares.

(b) That such agreement shall terminate automatically in the event of its
assignment.

<PAGE> 4

ARTICLE X. AMENDMENTS

This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK GLOBAL RESOURCES FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: _______________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1
99.B15(J)

JOHN HANCOCK EMERGING GROWTH FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class A Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock
Emerging Growth Fund (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Company may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Company, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time, (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

<PAGE> 2

ARTICLE III. MAXIMUM EXPENDITURES

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

(b) That such agreement shall terminate automatically in the event of its
assignment.

<PAGE> 4

ARTICLE X. AMENDMENTS

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK EMERGING GROWTH FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ______________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1
99.B15(F)

JOHN HANCOCK GOVERNMENT INCOME FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class A Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock
Government Income Fund (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Company may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Company, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time, (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

<PAGE> 2

ARTICLE III. MAXIMUM EXPENDITURES

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

(b) That such agreement shall terminate automatically in the event of its
assignment.

<PAGE> 4

ARTICLE X. AMENDMENTS

<PAGE> 1
99.B15(D)

JOHN HANCOCK HIGH YIELD BOND FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class A Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock High
Yield Bond Fund (the "Fund"), will, after the effective date hereof, pay certain
amounts to John Hancock Broker Distribution Services, Inc. ("Broker Services")
in connection with the provision by Broker Services of certain services to the
Fund and its Class A shareholders, as set forth herein. Certain of such
payments by the Company may, under Rule 12b-1 of the Securities and Exchange
Commission, as from time to time amended (the "Rule"), under the Investment
Company Act of 1940, as amended (the "Act"), be deemed to constitute the
financing of distribution by the Fund of its shares. This Plan describes all
material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Company, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time, (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

<PAGE> 2

ARTICLE III. MAXIMUM EXPENDITURES

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

(a) That, with respect to the Fund, such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of
the Independent Directors or by vote of a majority of the Fund's then
outstanding voting Class A shares.

(b) That such agreement shall terminate automatically in the event of its
assignment.

<PAGE> 4

ARTICLE X. AMENDMENTS

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK HIGH YIELD BOND FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ______________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1

JOHN HANCOCK HIGH YIELD TAX-FREE FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class A Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock High
Yield Tax-Free Fund (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Company may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Company, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time, (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

<PAGE> 2

ARTICLE III. MAXIMUM EXPENDITURES

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

(b) That such agreement shall terminate automatically in the event of its
assignment.
<PAGE> 4

ARTICLE X. AMENDMENTS

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK HIGH YIELD TAX-FREE FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By:_____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1
EXHIBIT 99.B15(A)

JOHN HANCOCK MONEY MARKET FUND B
a series of John Hancock Series, Inc.

Distribution Plan

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock Money
Market Fund B (the "Fund"), on behalf of its Class B shares, will, after the
effective date hereof, pay certain amounts to John Hancock Broker Distribution
Services, Inc. ("Broker Services") in connection with the provision by Broker
Services of certain services to the Fund and its shareholders, as set forth
herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares. This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule. The Company, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of shares of the Fund,
including, but not limited to the payment of Distribution Expenses (as defined
below) and Service Expenses (as defined below). Distribution Expenses include
but are not limited to, (a) initial and ongoing sales compensation out of such
fee as it is received by Broker Services or other broker-dealers ("Selling
Brokers") that have entered into an agreement with Broker Services for the sale
of shares of the Fund, (b) direct out-of-pocket expenses incurred in connection
with the distribution of shares of the Fund, including expenses related to
printing of prospectuses and reports to other than existing shareholders of the
Fund, and preparation, printing and distribution of sales literature and
advertising materials, (c) an allocation of overhead and other branch office
expenses of Broker Services related to the distribution of shares of the Fund,
(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the shares of the Fund, (e) distribution expenses incurred in
connection with the distribution of a

<PAGE> 2

corresponding class of any open-end, registered investment company which sells
all or substantially all of its assets to the Fund or which merges or otherwise
combines with the Fund and (f) interest expenses on unreimbursed distribution
expenses related to shares as described in Article III hereof.

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the shares of the Fund (determined in
accordance with the Fund's prospectus as from time to time in effect) to cover
Distribution Expenses and Service Expenses, provided that the portion of such
fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the shares of the Fund. Such
expenditures shall be calculated and accrued daily and paid monthly or at such
other intervals as the Directors shall determine. In the event Broker Services
is not fully reimbursed for payments made or other expenses incurred by it under
this Plan, Broker Services shall be entitled to carry forward such expenses to
subsequent fiscal years for submission to the shares of the Fund for payment,
subject always to the annual maximum expenditures set forth in this Article III;
provided, however, that nothing herein shall prohibit or limit the Directors
from terminating this Plan and all payments hereunder at any time pursuant to
Article VIII hereof.

ARTICLE IV. EXPENSES BORNE BY THE FUND

Notwithstanding any other provision of this Plan, the Company, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 1994, as from time to time continued and amended
(the "Management Contract"), and under the Fund's current prospectus as it is
from time to time in effect. Except as otherwise contemplated by this Plan, the
Company and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or should reasonably result in the sale
of shares of the Fund.

<PAGE> 3

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

This Plan may be terminated (a) at any time by vote of a majority of the
Directors, a majority of the Independent Directors, or a majority of the Fund's
outstanding voting shares, or (b) by Broker Services on 60 days' notice in
writing to the Fund.

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

(b) That such agreement shall terminate automatically in the event of its
assignment.

<PAGE> 4

ARTICLE X. AMENDMENTS

This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting shares of the Fund. No material amendment to the Plan shall,
in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

<PAGE> 1
99.15B(I)

JOHN HANCOCK GLOBAL RESOURCES FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class B Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock
Global Resources Fund (the "Fund"), on behalf of its Class B shares, will, after
the effective date hereof, pay certain amounts to John Hancock Broker
Distribution Services, Inc. ("Broker Services") in connection with the provision
by Broker Services of certain services to the Fund and its Class B shareholders,
as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1
of the Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its shares.
This Plan describes all material aspects of such financing as contemplated by
the Rule and shall be administered and interpreted, and implemented and
continued, in a manner consistent with the Rule. The Company, on behalf of the
Fund, and Broker Services have entered into a Distribution Agreement of even
date herewith, as amended from time to time (the "Agreement"), the terms of
which, as heretofore and from time to time continued, are incorporated herein by
reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE> 2

(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Directors shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Directors from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

primarily intended to or should reasonably result in the sale of Class B shares
of the Fund.

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

This Plan may be terminated (a) at any time by vote of a majority of the
Directors, a majority of the Independent Directors, or a majority of the Fund's
outstanding voting Class B shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

<PAGE> 4

(b) That such agreement shall terminate automatically in the event of its
assignment.

ARTICLE X. AMENDMENTS

This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK GLOBAL RESOURCES FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1
99.B15(K)

JOHN HANCOCK EMERGING GROWTH FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class B Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock
Emerging Growth Fund (the "Fund"), on behalf of its Class B shares, will, after
the effective date hereof, pay certain amounts to John Hancock Broker
Distribution Services, Inc. ("Broker Services") in connection with the provision
by Broker Services of certain services to the Fund and its Class B shareholders,
as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1
of the Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its shares.
This Plan describes all material aspects of such financing as contemplated by
the Rule and shall be administered and interpreted, and implemented and
continued, in a manner consistent with the Rule. The Company, on behalf of the
Fund, and Broker Services have entered into a Distribution Agreement of even
date herewith, as amended from time to time (the "Agreement"), the terms of
which, as heretofore and from time to time continued, are incorporated herein by
reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE> 2

(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantiallyall of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Directors shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Directors from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

primarily intended to or should reasonably result in the sale of Class B shares
of the Fund.

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

<PAGE> 4

(b) That such agreement shall terminate automatically in the event of its
assignment.

ARTICLE X. AMENDMENTS

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK EMERGING GROWTH FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ______________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1
99.B15G

JOHN HANCOCK GOVERNMENT INCOME FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class B Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock
Government Income Fund (the "Fund"), on behalf of its Class B shares, will,
after the effective date hereof, pay certain amounts to John Hancock Broker
Distribution Services, Inc. ("Broker Services") in connection with the provision
by Broker Services of certain services to the Fund and its Class B shareholders,
as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1
of the Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its shares.
This Plan describes all material aspects of such financing as contemplated by
the Rule and shall be administered and interpreted, and implemented and
continued, in a manner consistent with the Rule. The Company, on behalf of the
Fund, and Broker Services have entered into a Distribution Agreement of even
date herewith, as amended from time to time (the "Agreement"), the terms of
which, as heretofore and from time to time continued, are incorporated herein by
reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE> 2

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Directors shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Directors from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

primarily intended to or should reasonably result in the sale of Class B shares
of the Fund.

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

<PAGE> 4

(b) That such agreement shall terminate automatically in the event of its
assignment.

ARTICLE X. AMENDMENTS

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK GOVERNMENT INCOME FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ______________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1
99.B15(E)

JOHN HANCOCK HIGH YIELD BOND FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class B Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock High
Yield Bond Fund (the "Fund"), on behalf of its Class B shares, will, after the
effective date hereof, pay certain amounts to John Hancock Broker Distribution
Services, Inc. ("Broker Services") in connection with the provision by Broker
Services of certain services to the Fund and its Class B shareholders, as set
forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares. This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule. The Company, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE> 2

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Directors shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Directors from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

primarily intended to or should reasonably result in the sale of Class B shares
of the Fund.

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

<PAGE> 4

(b) That such agreement shall terminate automatically in the event of its
assignment.

ARTICLE X. AMENDMENTS

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK HIGH YIELD BOND FUND

/s/ Thomas M. Simmons
By: ________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<PAGE> 1
EXHIBIT 99.B15(C)

JOHN HANCOCK HIGH YIELD TAX-FREE FUND
a series of John Hancock Series, Inc.

Distribution Plan

Class B Shares

December 22, 1994

ARTICLE I. THIS PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Series, Inc. (the "Company"), on behalf of John Hancock High
Yield Tax-Free Fund (the "Fund"), on behalf of its Class B shares, will, after
the effective date hereof, pay certain amounts to John Hancock Broker
Distribution Services, Inc. ("Broker Services") in connection with the provision
by Broker Services of certain services to the Fund and its Class B shareholders,
as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1
of the Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its shares.
This Plan describes all material aspects of such financing as contemplated by
the Rule and shall be administered and interpreted, and implemented and
continued, in a manner consistent with the Rule. The Company, on behalf of the
Fund, and Broker Services have entered into a Distribution Agreement of even
date herewith, as amended from time to time (the "Agreement"), the terms of
which, as heretofore and from time to time continued, are incorporated herein by
reference.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,

<PAGE> 2

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Directors shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Directors from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.

ARTICLE IV. EXPENSES BORNE BY THE FUND

<PAGE> 3

primarily intended to or should reasonably result in the sale of Class B shares
of the Fund.

ARTICLE V. APPROVAL BY DIRECTORS

ARTICLE VI. CONTINUANCE

ARTICLE VII. INFORMATION

ARTICLE VIII. TERMINATION

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:

(a) That, with respect to the Fund, such agreement may be terminated at
any time, without payment of any penalty,
by vote of a majority of the Independent Directors or by
vote of a majority of the Fund's then outstanding voting
Class B shares.

<PAGE> 4

(b) That such agreement shall terminate automatically in the event of its
assignment.

ARTICLE X. AMENDMENTS

<PAGE> 5

IN WITNESS WHEREOF, the Company, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.

JOHN HANCOCK SERIES, INC.
on behalf of
JOHN HANCOCK HIGH YIELD TAX-FREE FUND

/s/ Thomas M. Simmons
By: __________________________________
Thomas M. Simmons
President

JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.

/s/ C. Troy Shaver, Jr.
By: ____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK MONEY MARKET FUND B
FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> JOHN HANCOCK MONEY MARKET FUND B
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 58,511
<INVESTMENTS-AT-VALUE> 58,511
<RECEIVABLES> 0
<ASSETS-OTHER> 8
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 58,518
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 152
<TOTAL-LIABILITIES> 152
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 58,366
<SHARES-COMMON-STOCK> 58,366
<SHARES-COMMON-PRIOR> 31,546
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 58,366
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,725
<OTHER-INCOME> 0
<EXPENSES-NET> 883
<NET-INVESTMENT-INCOME> 842
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 842
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 237,416
<NUMBER-OF-SHARES-REDEEMED> 211,280
<SHARES-REINVESTED> 684
<NET-CHANGE-IN-ASSETS> 26,820
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 214
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 883
<AVERAGE-NET-ASSETS> 42,818
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.018
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.018)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 2.06
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK HIGH YIELD TAX-FREE
FUND FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 176,078
<INVESTMENTS-AT-VALUE> 166,747
<RECEIVABLES> 4,477
<ASSETS-OTHER> 14
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 171,238
<PAYABLE-FOR-SECURITIES> 2,588
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,180
<TOTAL-LIABILITIES> 4,768
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 177,720
<SHARES-COMMON-STOCK> 18,872
<SHARES-COMMON-PRIOR> 11,363
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,919)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (9,331)
<NET-ASSETS> 166,470
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,754
<OTHER-INCOME> 0
<EXPENSES-NET> 2,713
<NET-INVESTMENT-INCOME> 8,041
<REALIZED-GAINS-CURRENT> (1,460)
<APPREC-INCREASE-CURRENT> (14,473)
<NET-CHANGE-FROM-OPS> (7,892)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,041
<DISTRIBUTIONS-OF-GAINS> 1,980
<DISTRIBUTIONS-OTHER> 1,204
<NUMBER-OF-SHARES-SOLD> 93,485
<NUMBER-OF-SHARES-REDEEMED> 25,710
<SHARES-REINVESTED> 4,370
<NET-CHANGE-IN-ASSETS> 72,145
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,510
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 886
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,713
<AVERAGE-NET-ASSETS> 149,245
<PER-SHARE-NAV-BEGIN> 9.85
<PER-SHARE-NII> 0.48
<PER-SHARE-GAIN-APPREC> (0.94)
<PER-SHARE-DIVIDEND> (0.48)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (0.09)
<PER-SHARE-NAV-END> 8.82
<EXPENSE-RATIO> 0.96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK HIGH YIELD TAX-FREE
FUND FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 176,078
<INVESTMENTS-AT-VALUE> 166,747
<RECEIVABLES> 4,477
<ASSETS-OTHER> 14
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 171,238
<PAYABLE-FOR-SECURITIES> 2,588
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,180
<TOTAL-LIABILITIES> 4,768
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 177,720
<SHARES-COMMON-STOCK> 18,872
<SHARES-COMMON-PRIOR> 11,363
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,919)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (9,331)
<NET-ASSETS> 166,470
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,754
<OTHER-INCOME> 0
<EXPENSES-NET> 2,713
<NET-INVESTMENT-INCOME> 8,041
<REALIZED-GAINS-CURRENT> (1,460)
<APPREC-INCREASE-CURRENT> (14,473)
<NET-CHANGE-FROM-OPS> (7,892)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,041
<DISTRIBUTIONS-OF-GAINS> 1,980
<DISTRIBUTIONS-OTHER> 1,204
<NUMBER-OF-SHARES-SOLD> 93,485
<NUMBER-OF-SHARES-REDEEMED> 25,710
<SHARES-REINVESTED> 4,370
<NET-CHANGE-IN-ASSETS> 72,145
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,510
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 886
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,713
<AVERAGE-NET-ASSETS> 149,245
<PER-SHARE-NAV-BEGIN> 9.98
<PER-SHARE-NII> 0.48
<PER-SHARE-GAIN-APPREC> (0.90)
<PER-SHARE-DIVIDEND> (0.48)
<PER-SHARE-DISTRIBUTIONS> (0.19)
<RETURNS-OF-CAPITAL> (0.07)
<PER-SHARE-NAV-END> 8.82
<EXPENSE-RATIO> 1.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLDIATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK HIGH YIELD BOND FUND
FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 173,068
<INVESTMENTS-AT-VALUE> 168,263
<RECEIVABLES> 6,261
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 345
<TOTAL-ASSETS> 174,884
<PAYABLE-FOR-SECURITIES> 927
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,522
<TOTAL-LIABILITIES> 2,449
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 186,399
<SHARES-COMMON-STOCK> 23,509
<SHARES-COMMON-PRIOR> 19,207
<ACCUMULATED-NII-CURRENT> 86
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,245)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,805)
<NET-ASSETS> 172,435
<DIVIDEND-INCOME> 290
<INTEREST-INCOME> 18,602
<OTHER-INCOME> 0
<EXPENSES-NET> 3,137
<NET-INVESTMENT-INCOME> 15,755
<REALIZED-GAINS-CURRENT> (8,883)
<APPREC-INCREASE-CURRENT> (9,525)
<NET-CHANGE-FROM-OPS> (2,653)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,152
<DISTRIBUTIONS-OF-GAINS> 889
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 115,472
<NUMBER-OF-SHARES-REDEEMED> 87,789
<SHARES-REINVESTED> 7,888
<NET-CHANGE-IN-ASSETS> 35,571
<ACCUMULATED-NII-PRIOR> 393
<ACCUMULATED-GAINS-PRIOR> 527
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 977
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,137
<AVERAGE-NET-ASSETS> 167,241
<PER-SHARE-NAV-BEGIN> 8.23
<PER-SHARE-NII> 0.80
<PER-SHARE-GAIN-APPREC> (0.83)
<PER-SHARE-DIVIDEND> (0.82)
<PER-SHARE-DISTRIBUTIONS> (0.05)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.33
<EXPENSE-RATIO> 1.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLDIATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK HIGH YIELD BOND FUND
FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 173,068
<INVESTMENTS-AT-VALUE> 168,263
<RECEIVABLES> 6,261
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 345
<TOTAL-ASSETS> 174,884
<PAYABLE-FOR-SECURITIES> 927
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,522
<TOTAL-LIABILITIES> 2,449
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 186,399
<SHARES-COMMON-STOCK> 23,509
<SHARES-COMMON-PRIOR> 19,207
<ACCUMULATED-NII-CURRENT> 86
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,245)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,805)
<NET-ASSETS> 172,435
<DIVIDEND-INCOME> 290
<INTEREST-INCOME> 18,602
<OTHER-INCOME> 0
<EXPENSES-NET> 3,137
<NET-INVESTMENT-INCOME> 15,755
<REALIZED-GAINS-CURRENT> (8,883)
<APPREC-INCREASE-CURRENT> (9,525)
<NET-CHANGE-FROM-OPS> (2,653)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,152
<DISTRIBUTIONS-OF-GAINS> 889
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 115,472
<NUMBER-OF-SHARES-REDEEMED> 87,789
<SHARES-REINVESTED> 7,888
<NET-CHANGE-IN-ASSETS> 35,571
<ACCUMULATED-NII-PRIOR> 393
<ACCUMULATED-GAINS-PRIOR> 527
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 977
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,137
<AVERAGE-NET-ASSETS> 167,241
<PER-SHARE-NAV-BEGIN> 8.23
<PER-SHARE-NII> 0.74
<PER-SHARE-GAIN-APPREC> (0.83)
<PER-SHARE-DIVIDEND> (0.76)
<PER-SHARE-DISTRIBUTIONS> (0.05)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.33
<EXPENSE-RATIO> 1.91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK GOVERNMENT INCOME
FUND FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 225,241
<INVESTMENTS-AT-VALUE> 237,755
<RECEIVABLES> 5,766
<ASSETS-OTHER> 99
<OTHER-ITEMS-ASSETS> 2,052
<TOTAL-ASSETS> 245,672
<PAYABLE-FOR-SECURITIES> 2,501
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,887
<TOTAL-LIABILITIES> 4,388
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 271,080
<SHARES-COMMON-STOCK> 27,573
<SHARES-COMMON-PRIOR> 29,201
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (12,723)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (17,073)
<NET-ASSETS> 241,284
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 23,941
<OTHER-INCOME> 0
<EXPENSES-NET> 5,202
<NET-INVESTMENT-INCOME> 18,739
<REALIZED-GAINS-CURRENT> (12,072)
<APPREC-INCREASE-CURRENT> (24,905)
<NET-CHANGE-FROM-OPS> (18,238)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 18,622
<DISTRIBUTIONS-OF-GAINS> 730
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 43,926
<NUMBER-OF-SHARES-REDEEMED> 68,337
<SHARES-REINVESTED> 9,873
<NET-CHANGE-IN-ASSETS> (14,538)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 609
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,729
<INTEREST-EXPENSE> 14
<GROSS-EXPENSE> 5,202
<AVERAGE-NET-ASSETS> 268,803
<PER-SHARE-NAV-BEGIN> 8.85
<PER-SHARE-NII> 0.06
<PER-SHARE-GAIN-APPREC> (0.10)
<PER-SHARE-DIVIDEND> (0.06)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.75
<EXPENSE-RATIO> 0.12
<AVG-DEBT-OUTSTANDING> 349
<AVG-DEBT-PER-SHARE> 0.01

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK GOVERNMENT INCOME
FUND FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 7
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 225,241
<INVESTMENTS-AT-VALUE> 237,755
<RECEIVABLES> 5,766
<ASSETS-OTHER> 99
<OTHER-ITEMS-ASSETS> 2,052
<TOTAL-ASSETS> 245,672
<PAYABLE-FOR-SECURITIES> 2,501
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,887
<TOTAL-LIABILITIES> 4,388
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 271,080
<SHARES-COMMON-STOCK> 27,573
<SHARES-COMMON-PRIOR> 29,201
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (12,723)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (17,073)
<NET-ASSETS> 241,284
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 23,941
<OTHER-INCOME> 0
<EXPENSES-NET> 5,202
<NET-INVESTMENT-INCOME> 18,739
<REALIZED-GAINS-CURRENT> (12,072)
<APPREC-INCREASE-CURRENT> (24,905)
<NET-CHANGE-FROM-OPS> (18,238)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 18,622
<DISTRIBUTIONS-OF-GAINS> 730
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 43,926
<NUMBER-OF-SHARES-REDEEMED> 68,337
<SHARES-REINVESTED> 9,873
<NET-CHANGE-IN-ASSETS> (14,538)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 609
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,729
<INTEREST-EXPENSE> 14
<GROSS-EXPENSE> 5,202
<AVERAGE-NET-ASSETS> 268,803
<PER-SHARE-NAV-BEGIN> 10.05
<PER-SHARE-NII> 0.65
<PER-SHARE-GAIN-APPREC> (1.28)
<PER-SHARE-DIVIDEND> (0.65)
<PER-SHARE-DISTRIBUTIONS> (0.02)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.75
<EXPENSE-RATIO> 1.93
<AVG-DEBT-OUTSTANDING> 349
<AVG-DEBT-PER-SHARE> 0.01

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK GLOBAL RESOURCES
FUND FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 38,658
<INVESTMENTS-AT-VALUE> 42,809
<RECEIVABLES> 818
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,629
<PAYABLE-FOR-SECURITIES> 1,017
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 303
<TOTAL-LIABILITIES> 1,320
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,265
<SHARES-COMMON-STOCK> 2,715
<SHARES-COMMON-PRIOR> 1,243
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (107)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,151
<NET-ASSETS> 42,309
<DIVIDEND-INCOME> 266
<INTEREST-INCOME> 32
<OTHER-INCOME> 0
<EXPENSES-NET> 739
<NET-INVESTMENT-INCOME> (441)
<REALIZED-GAINS-CURRENT> (90)
<APPREC-INCREASE-CURRENT> 553
<NET-CHANGE-FROM-OPS> 22
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34,047
<NUMBER-OF-SHARES-REDEEMED> 11,259
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 22,788
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 221
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 739
<AVERAGE-NET-ASSETS> 31,565
<PER-SHARE-NAV-BEGIN> 14.89
<PER-SHARE-NII> (0.08)
<PER-SHARE-GAIN-APPREC> (0.81)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.62
<EXPENSE-RATIO> 0.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK GLOBAL RESOURCES
FUND FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 9
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 38,658
<INVESTMENTS-AT-VALUE> 42,809
<RECEIVABLES> 818
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,629
<PAYABLE-FOR-SECURITIES> 1,017
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 303
<TOTAL-LIABILITIES> 1,320
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,265
<SHARES-COMMON-STOCK> 2,715
<SHARES-COMMON-PRIOR> 1,243
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (107)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,151
<NET-ASSETS> 42,309
<DIVIDEND-INCOME> 266
<INTEREST-INCOME> 32
<OTHER-INCOME> 0
<EXPENSES-NET> 739
<NET-INVESTMENT-INCOME> (441)
<REALIZED-GAINS-CURRENT> (90)
<APPREC-INCREASE-CURRENT> 553
<NET-CHANGE-FROM-OPS> 22
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34,047
<NUMBER-OF-SHARES-REDEEMED> 11,259
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 22,788
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 221
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 739
<AVERAGE-NET-ASSETS> 31,565
<PER-SHARE-NAV-BEGIN> 15.69
<PER-SHARE-NII> (0.23)
<PER-SHARE-GAIN-APPREC> (0.12)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.58
<EXPENSE-RATIO> 2.54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK EMERGING GROWTH FUND
FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 10
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 305,774
<INVESTMENTS-AT-VALUE> 417,123
<RECEIVABLES> 1,195
<ASSETS-OTHER> 43
<OTHER-ITEMS-ASSETS> 19
<TOTAL-ASSETS> 418,380
<PAYABLE-FOR-SECURITIES> 2,844
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,048
<TOTAL-LIABILITIES> 3,892
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 320,302
<SHARES-COMMON-STOCK> 15,771
<SHARES-COMMON-PRIOR> 11,805
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,163)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 111,349
<NET-ASSETS> 414,488
<DIVIDEND-INCOME> 2,182
<INTEREST-INCOME> 451
<OTHER-INCOME> 0
<EXPENSES-NET> 7,073
<NET-INVESTMENT-INCOME> (4,440)
<REALIZED-GAINS-CURRENT> (8,817)
<APPREC-INCREASE-CURRENT> 27,047
<NET-CHANGE-FROM-OPS> 13,790
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 373,072
<NUMBER-OF-SHARES-REDEEMED> 273,122
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 99,950
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,706
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,073
<AVERAGE-NET-ASSETS> 360,859
<PER-SHARE-NAV-BEGIN> 25.89
<PER-SHARE-NII> (0.18)
<PER-SHARE-GAIN-APPREC> 1.11
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.82
<EXPENSE-RATIO> 1.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK EMERGING GROWTH FUND
FOR THE YEAR ENDED OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 11
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-START> NOV-01-1993
<PERIOD-END> OCT-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 305,774
<INVESTMENTS-AT-VALUE> 417,123
<RECEIVABLES> 1,195
<ASSETS-OTHER> 43
<OTHER-ITEMS-ASSETS> 19
<TOTAL-ASSETS> 418,380
<PAYABLE-FOR-SECURITIES> 2,844
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,048
<TOTAL-LIABILITIES> 3,892
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 320,302
<SHARES-COMMON-STOCK> 15,771
<SHARES-COMMON-PRIOR> 11,805
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,163)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 111,349
<NET-ASSETS> 414,488
<DIVIDEND-INCOME> 2,182
<INTEREST-INCOME> 451
<OTHER-INCOME> 0
<EXPENSES-NET> 7,073
<NET-INVESTMENT-INCOME> (4,440)
<REALIZED-GAINS-CURRENT> (8,817)
<APPREC-INCREASE-CURRENT> 27,047
<NET-CHANGE-FROM-OPS> 13,790
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 373,072
<NUMBER-OF-SHARES-REDEEMED> 273,122
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 99,950
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,706
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,073
<AVERAGE-NET-ASSETS> 360,859
<PER-SHARE-NAV-BEGIN> 25.33
<PER-SHARE-NII> (0.36)
<PER-SHARE-GAIN-APPREC> 1.07
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.04
<EXPENSE-RATIO> 2.19
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>