HANCOCK JOHN SOVEREIGN INVESTORS FUND INC, 497, 1995-03-15

HANCOCK JOHN SOVEREIGN INVESTORS FUND INC
497, 1995-03-15

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John Hancock Sovereign Bond Fund, May 1, 1994
John Hancock Growth Fund, May 1, 1994
John Hancock Special Value Fund, April 1, 1994
John Hancock Sovereign Investors Fund, May 1, 1994
John Hancock Sovereign Balanced Fund, May 1, 1994
John Hancock Limited Term Government Fund, May 1, 1994
John Hancock Global Technology Fund, May 1, 1994
John Hancock National Aviation & Technology Fund, May 1, 1994
John Hancock Tax-Exempt Income Fund, May 1, 1994

Supplement to Class A and Class B Prospectus

The "Qualifying for a Reduced Sales Charge" section under SHARE PRICE is
supplemented as follows:

Effective March 15, 1995, participant directed defined contribution plans
with at least 100 eligible employees at the inception of the Fund account
may purchase Class A shares of the Fund without an 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 contingent deferred sales charge
will be imposed at the rate for Class A shares described in the prospectus.

March 15, 1995

<PAGE>

John Hancock
Sovereign
Investors
Fund
Class A and Class B Shares
Prospectus
May 1, 1994

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 8
Dividends and Taxes 9
Performance 10
How to Buy Shares 11
Share Price 12
How to Redeem Shares 16
Additional Services and Programs 18
Institutional Investors 21
</TABLE>
This Prospectus sets forth information about John Hancock Sovereign Investors
Fund (the "Fund") a series of John Hancock Sovereign Investors Fund, Inc.
(the "Company") that you should know before investing. Please read and retain
it for future reference.

Additional information about the Fund 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 1, 1994 and incorporated by
reference in this Prospectus, free of charge by writing to or by telephoning:
John Hancock Fund Services, Inc., Post Office Box 9116, Boston, Massachusetts
02205- 9116, 1-800-225-5291 (1-800-554-6713 TDD).

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 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>

EXPENSE INFORMATION

The purpose of the following information is to help you to understand the
various fees and expenses that you will bear, directly or indirectly when you
purchase shares of the Fund. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Class A
shares of the Fund for the fiscal year ended December 31, 1993, adjusted to
reflect current fees and expenses. No Class B shares were actually
outstanding during that period. Actual fees and expenses in the future of
Class A and Class B shares may be greater or less than those indicated.

<TABLE>
<CAPTION>
Shareholder Transaction Class A Class B
Expenses Shares** Shares**
<S> <C> <C>
Maximum sales charge imposed
on purchases (as a
percentage of offering
price) 5.00% None
Maximum sales charge imposed
on reinvested dividends None None
Maximum deferred sales charge None* 5.00%
Redemption fee+ None None
Exchange fee None None
Annual Fund Operating Expenses
(as a percentage of average
net assets)
Management fee 0.60% 0.60%
12b-1 fee*** 0.30% 1.00%
Other expenses 0.25% 0.27%
Total Fund operating expenses 1.15% 1.87%
</TABLE>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for such investments a contingent deferred sales charge
may be imposed, as described under the caption "Share Price," in the event of
certain redemption transactions within one year of purchase.
** The information set forth in the foregoing table relates only to the Class
A and Class B shares. As of the date of this Prospectus, the Board of
Directors has authorized the issuance of three classes of the Fund,
designated Class A, Class B and Class C. See "Organization and Management of
the Fund." Class C shares are only offered to certain institutional investors
and are described in a separate prospectus. Some individual investors who are
currently eligible to purchase Class A and Class B shares may also be
participants in plans that are eligible to purchase Class C shares. See "How
to Buy Shares--Institutional Investors." Class C shares are not subject to a
sales charge on purchases, redemptions, or reinvested dividends, nor are they
subject to deferred sales charges or an exchange fee. Class C expenses are
identical to those of Class A shares except that the transfer agent fee may
differ and there is no 12b-1 Fee on Class C shares.
*** 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.
+Redemption by wire fee (currently $4.00) not included.
<TABLE>
<CAPTION>
1 3 5 10
Example: Year Years Years 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 $61 $85 $110 $183
Class B Shares
--Assuming complete redemption at end of period $69 $89 $121 $200
--Assuming no redemption $19 $59 $101 $200
</TABLE>
You would pay the following expenses for the indicated period of years on a
$1,000 investment in Class C shares, assuming a
5% annual return: 1 year, $8, 3 years, $25, 5 years, $43, and 10 years, $97.

(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 initial front-end sales charge permitted under the National
Association of Securities Dealers 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."

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS

The following Financial Highlights, for the year ended December 31, 1993, has
been audited by Ernst & Young, the Fund's independent auditors, whose
unqualified report is included in the Fund's 1993 Annual Report and is
included in the Statement of Additional Information. The financial highlights
for the years 1984 through 1992 were audited by other independent auditors.
Class B shares are a new class of shares of the Fund. Accordingly, no
historical selected financial highlights exist for Class B shares.

Selected data for each class of shares outstanding throughout each period
indicated are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,(c)
1993 1992 1991 1990 1989 1988 1987 1986 1985 1984
Class A
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating
Performance
Net Asset Value,
Beginning of
Period $14.78 $14.31 $11.94 $12.60 $11.19 $10.96 $12.36 $11.31 $ 9.45 $ 9.22
Net Investment
Income 0.44 0.47 0.54 0.58 0.59 0.57 0.53 0.58 0.55 0.50
Net Realized and
Unrealized Gain
(Loss) on
Investments 0.39 0.54 3.03 (0.05) 2.01 0.65 (0.45) 1.89 2.27 0.49
Total from
Investment
Operations 0.83 1.01 3.57 0.53 2.60 1.22 0.08 2.47 2.82 0.99
Less Distributions:
Dividends from Net
Investment Income (0.42) (0.45) (0.53) (0.59) (0.61) (0.61 ) (0.58) (0.55) (0.53) (0.51)
Distributions from
Net Realized Gain
on Investments
Sold (0.09) (0.09) (0.67) (0.60) (0.58) (0.38 ) (0.90) (0.87) (0.43) (0.25)
Total
Distributions (0.51) (0.54) (1.20) (1.19) (1.19) (0.99 ) (1.48) (1.42) (0.96) (0.76)
Net Asset Value, End
of Period $15.10 $14.78 $14.31 $11.94 $12.60 $11.19 $10.96 $12.36 $11.31 $ 9.45
Total Investment
Return at Net
Asset Value 5.71% 7.23% 30.48% 4.38% 23.76% 11.23 % 0.28% 21.70% 30.60% 11.28%
Ratios and
Supplemental Data
Net Assets, End of
Period (000's
omitted) $1,258,575 $872,932 $194,055 $83,470 $66,466 $45,861 $40,564 $34,708 $23,806 $15,680
Ratio of Expenses to
Average Net Assets 1.10% 1.13% 1.18% 1.14% 1.07% 0.86 % 0.85% 0.70% 0.86% 0.97%
Ratio of Net
Investment Income
to Average Net
Assets 2.94% 3.32% 4.01% 4.77% 4.80% 4.97 % 3.96% 4.28% 5.23% 5.54%
Portfolio Turnover
Rate 46 % 30 % 67 % 55 % 40 % 35 % 59 % 34 % 31 % 37 %
</TABLE>

<TABLE>
<CAPTION>
For the Period
May 7, 1993
To December 31, 1993 (a)
<S> <C>
Class C
Per Share Operating Performance
Net Asset Value, Beginning of Period $14.79
Net Investment Income 0.27
Net Realized and Unrealized Gain on Investments 0.48
Total from Investment Operations 0.75
Less Distributions:
Dividends from Net Investment Income (0.34)
Distributions from Net Realized Gain on Investments Sold (0.09)
Total Distributions (0.43)
Net Asset Value, End of Period $15.11
Total Investment Return at Net Asset Value 5.13%(b)
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted) $10,189
Ratio of Expenses to Average Net Assets 0.88%*
Ratio of Net Investment Income to Average Net Assets 3.17%*
Portfolio Turnover Rate 46%
</TABLE>

Note: During the period covered by this table Sovereign Advisers, Inc. was
the investment adviser until October 23, 1991 when John Hancock Advisers,
Inc. became the Fund's investment adviser.
*On an annualized basis.
(a) Class C shares commenced operations on May 7, 1993. (b) Not
annualized. (c) Restated for 2 for 1 stock split effective April 29, 1987.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to seek long-term growth of capital
and income without undue market risks.

The investment objective of the Fund is to provide long term growth of
capital and of income without assuming undue market risks. The Fund believes
that its shares are suitable for investment by persons who are in search of
above-average long term reward. At times, however, because of market
conditions the Fund may find it advantageous to invest primarily for current
income. The Fund will diversify its investments among a number of industry
groups without concentrating more than 25% of its assets in any particular
industry. The Fund's investments will be subject to market fluctuation and
risks inherent in all securities. There can be no assurance that the Fund
will achieve its investment objective.

The Fund will invest primarily in common stocks, although it may respond to
market conditions by investing in other types of securities.

Common stocks will generally represent the major part of the Fund's holdings,
although, for defensive purposes, the Fund may temporarily hold a larger
percentage of high grade liquid preferred stocks or debt securities. The
Fund's portfolio securities are selected mainly for their investment
character based upon generally accepted elements of intrinsic value,
including industry position, management, financial strength, earning power,
marketability and prospects for future growth. The distribution or mix of
various types of investments is based on general market conditions, the level
of interest rates, business and economic conditions and the availability of
investments in the equity or fixed income markets. The amount of the Fund's
assets that may be invested in either equity or fixed income securities is
not restricted and is based upon management's judgment of what might best
achieve the Fund's investment objective.

The Fund generally invests in seasoned companies in sound financial condition
with a long record of paying dividends.

While there is considerable flexibility in the investment grade and type of
security in which the Fund may invest, the Fund may only invest in companies
who have (or whose predecessors have) been in continuous business for at
least five years and have total assets of at least $10 million. The Fund
currently uses a strategy of investing only in those common stocks which have
a record of having increased their dividend payout in each of the preceding
ten or more years. This dividend performers strategy can be changed at any
time.

Investments in corporate fixed income securities may be in bonds, convertible
debentures and preferred convertible or non-convertible stock. Convertible
issues, while influenced by the level of interest rates, are also subject to
the changing value of the underlying common stock into which they are
convertible. Fixed income securities eligible for purchase by the Fund may
have stated maturities of one to thirty years. The value of fixed income
securities varies inversely with interest rates. Although fixed income
securities in the Fund's portfolio may include securities rated as low as C
by Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc.
("Moody's") and unrated securities deemed of equivalent quality by John
Hancock Advisers, Inc. (the "Adviser"), no more than 5% of the Fund's net
assets will be invested in debt securities rated lower than BBB by S&P or Baa
by Moody's or unrated securities of equivalent quality. Bonds rated BBB or
Baa normally exhibit adequate protection parameters. However, speculative
characteristics, and adverse changes in economic conditions or other
circumstances are more likely to lead to weakened capacity to make principal
and interest payments than higher grade bonds. Bonds rated lower than BBB or
Baa are high risk securities commonly known as "junk bonds." If any security
in the Fund's portfolio falls below the Fund's minimum credit quality
standards, as a result of a rating downgrade or the Adviser's determination,
the Fund will dispose of the security as promptly as possible while
attempting to minimize any loss.

<PAGE>

Illiquid Securities. In addition, temporary investments in short term
securities, including money market instruments, may be made in order to
receive a return on excess cash. The Fund may purchase restricted securities,
including those which can be offered and sold to "qualified institutional
buyers" under Rule 144A under the Securities Act of 1933 (the "Securities
Act"), subject to an investment policy limiting all illiquid securities held
by the Fund to not more than 15% of the Fund's net assets. The Board of
Directors will carefully monitor the Fund's investments in these securities,
focusing on such factors, among others, as valuation, liquidity and
availability of information. This investment practice could have the effect
of reducing the level of liquidity in the Fund, to the extent that qualified
institutional buyers lose interest in purchasing these securities for a time.

Government Securities. The Fund may also invest in securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. 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 Federal National
Mortgage Association ("Fannie Maes"), and obligations supported by the credit
of the instrumentality, such as Student Loan Marketing Association Bonds
("Sallie Maes").

The Fund may invest in mortgage-backed securities which 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.

When-Issued Securities. The Fund may purchase securities on a forward or
"when- issued" basis. When the Fund engages in when-issued 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.

The Fund does not intend to invest for the purpose of seeking short-term
profits. The Fund's particular 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. Portfolio turnover rates of the Fund for recent
years are shown under "The Fund's Financial Highlights."

<PAGE>

The Fund follows certain policies which may help to reduce investment risk.

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. The Fund's investment objective and those
investment restrictions designated as fundamental may not be changed without
shareholder approval. The Fund's investment policies and nonfundamental
restrictions, however, may be changed by a vote of the Directors without
shareholder approval. Portfolio turnover rates of the Fund for recent years
are shown in the section "The Fund's Financial Highlights."

Brokers are chosen based on best price and execution.

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 sale of shares of the Fund. Pursuant to
procedures determined by the Directors, the Adviser may place securities
transactions with brokers affiliated with the Adviser. These brokers include
Tucker Anthony Incorporated and Sutro & Company, Inc. Tucker Anthony
Incorporated and Sutro & Company, Inc. They are indirectly owned by John
Hancock Mutual Life Insurance Company, which in turn indirectly owns the
Adviser.

ORGANIZATION AND MANAGEMENT OF THE FUND

The Board of Directors elect officers and retain the investment adviser who
is responsible for the day-to-day operations of the Fund, subject to the
Board's policies and supervision.

The Fund is organized as a separate, diversified portfolio of the Company,
an open-end management investment company. The Company was organized as a
corporation in the State of Delaware in January 1936 and reincorporated in
Maryland in 1990. The Company currently has 345,000,000 authorized shares of
capital stock. The Company's Articles of Incorporation permit the Directors
to create and classify the capital stock into separate series, without
shareholder approval. As of the date of this Prospectus, the Directors have
authorized shares of the Fund and one other series. Additional series may be
added in the future. The Company's Articles of Incorporation also permit the
Directors to classify and reclassify any series or portfolio of shares into
one or more classes. Accordingly, the Directors have authorized the issuance
of three classes of the Fund, designated Class A, Class B and Class C. 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 bears different
distribution and transfer agent fees. Also, Class A and Class B shareholders
have exclusive voting rights with respect to the Rule 12b-1 distribution
plan, which has been adopted by holders of those shares in connection with
the shares' distribution.

Shareholders have certain rights to remove Directors. The Fund is not
required 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 investment restrictions and policies
or approving a management contract.

John Hancock Advisers, Inc. advises investment companies having total assets
of approximately $10 billion.

John Hancock Advisers, Inc. (the "Adviser") was organized in 1968 and is a
wholly- owned indirect subsidiary of the John Hancock Mutual Life Insurance
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 Broker
Distribution Services, Inc. ("Broker Services") distributes shares for all of
the John Hancock funds through selected broker-dealers ("Selling Brokers").
Certain Fund officers are also officers of the Adviser and Broker Services.

<PAGE>

Pursuant to a service agreement between the Adviser and its affiliate,
Sovereign Asset Management Corporation ("SAMCorp"), SAMCorp furnishes to the
Adviser certain portfolio management services with respect to the securities
held in the portfolio of the Fund. The Adviser supervises SAMCorp's
performance of such services and is responsible for all services required to
be provided under the Adviser's investment management contract with the Fund.
The Adviser pays to SAMCorp 40% of the fee received from the Fund by the
Adviser.

John F. Snyder III is primarily responsible for management of the Fund. He is
assisted by a team of co-portfolio managers and analysts in the day to day
management of the Fund. Mr. Snyder is Executive Vice President of SAMCorp and
Senior Vice President of the Fund. He has been a co-portfolio manager of the
Fund since 1984. He has been associated with the Adviser since 1991 when the
Adviser assumed management of the Fund. He is also co-portfolio manager of
John Hancock Sovereign Achievers Fund and John Hancock Sovereign Balanced
Fund.

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 change may be imposed
either at the time of the purchase (See "Initial Sales Charge
Alternative--Class A Shares") or on a contingent deferred basis (See
"Contingent Deferred Sales Charge Alternative--Class B Shares"). If you do
not specify on your account application which class of shares you are
purchasing, it will be assumed that you are investing in Class A shares.

Investments in Class A shares are subject to an initial sales charge.

Class A Shares. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount you 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 0.30% 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 B shares are subject to a contingent deferred 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 your dollars to work from the time you make your investment, but
the higher ongoing distribution fee will cause these shares to have a higher
expense ratio than that 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.

<PAGE>

Factors to Consider in Choosing an Alternative

You should consider which class of shares will be more beneficial for you.

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 that
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 page 2 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 a reduced sales charge. See "Share Price--
Qualifying for a Reduced Sales Charge."

Class A shares are subject to lower distribution and service fees and,
accordingly, pay correspondingly higher dividends per share, to the extent
that 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 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.

Alternatively, you might determine that it would be more advantageous to
purchase Class B shares in order to have all of your funds invested
initially, although remaining subject to higher distribution fees and, for a
six-year period, a CDSC.

In the case of Class A shares, distribution expenses that Broker Services
incurs in connection with the sale of shares will be paid from the proceeds
of the initial sales charge and the ongoing distribution and service fees. In
the case of Class B shares, expenses will be paid from the proceeds of the
ongoing distribution and service fees and the CDSC incurred upon redemption
within six years of purchase. The purpose and function of the CDSC and
ongoing distribution and service fees with respect to the Class B shares are
the same as those of the initial sales charge and ongoing distribution and
service fees with respect to the Class A shares. 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, on the same day and will be in the same
amount. However, each class will bear only its own distribution and service
fees and shareholder meeting expenses and any incremental transfer agency
costs. See "Dividends and Taxes."

THE FUND'S EXPENSES

The Fund pays a quarterly fee equal (on an annual basis) to 0.60% of its
average daily net asset value to the Adviser for managing the Fund's
investment and business affairs.

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

<PAGE>

The Fund's total expenses for Class A shares for the year ended December 31,
1993 were 1.10% of average net assets.

The Fund pays distribution and service fees for marketing and sales-related
shareholder servicing.

The Class A and Class B shareholders have adopted distribution plans (the
"Plans") pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under these Plans, the Fund will pay distribution and service fees at an
aggregate annual rate of 0.30% 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% is for service expenses and the
remaining amount is for distribution expenses. The distribution fees will be
used to reimburse Broker Services for its distribution expenses, including
but not limited to: (i) initial and ongoing sales compensation to Selling
Brokers and others (including affiliates of Broker Services) engaged in the
sale of shares of the Fund, (ii) marketing, promotional and overhead expenses
incurred in connection with the distribution of shares of the Fund and (iii)
with respect to Class B shares only, interest expenses on unreimbursed
distribution expenses. The Plans provide that Broker Services will use the
distribution fees to promote sales of shares, and will use the service fees
to compensate Selling Brokers for providing personal and account maintenance
services to shareholders. In the event Broker Services is not fully
reimbursed for payments made or expenses incurred by it under the Class A
Plan, these expenses will not be carried beyond twelve months from the date
they were incurred. These unreimbursed expenses under the Class B Plan will
be carried forward together with interest on the balance of these
unreimbursed expenses.

DIVIDENDS AND TAXES

The Fund has paid quarterly dividends continuously since 1937.

Dividends. Dividends from the Fund's net investment income are declared and
paid quarterly. Capital gains, if any, are generally declared and distributed
annually. From time to time the Fund may declare a special dividend at year's
end. 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 dividend on these shares will be lower
than that of the 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 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 will send you a statement by January 31
showing the tax status of the dividends you received for the prior year.

The Fund intends to qualify each year 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 taxes on any net investment income and net realized capital gains that
are distributed to its shareholders at least annually.

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

<PAGE>

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 Federal back-up withholding tax. If you do not provide this
information or are otherwise subject to such withholding, the Fund may be
required to withhold 31% of your dividends, redemptions and exchanges.

In addition to Federal taxes, you may be subject to state, local or foreign
taxes, depending on your residence. You should consult your tax adviser for
specific advice.

PERFORMANCE

The Fund may advertise its yield and total return. Total return is based on
the average change in value of a hypothetical investment in the Fund.

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's total return shows the overall dollar or percentage change in
value, 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 shares of the Fund divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the performance of shares of the Fund, 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 lower sales charges would result in
higher performance figures. Yield and total return for the Class B shares
reflect 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. Yield and total return of Class A, Class B and Class C shares will
be calculated separately and, because each class is subject to different
expenses, the yield or total return with respect to that class for the same
period may differ. 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, Class B and Class C shares in any
advertisement or promotional materials including the Fund's 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." 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 Fund Services,
Inc. at the address or telephone number listed on the front page of this
Prospectus.

<PAGE>

HOW TO BUY SHARES

Opening an account.

Buying additional Class A and Class B shares.

<TABLE>
<CAPTION>
<S> <C>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for group investments and $500 for
retirement plans).
Complete the application attached to the Prospectus and indicate whether you are buying Class A or Class B
shares. If you do not specify which class of shares you are purchasing, Fund Services will assume you are
investing in Class A shares.
By Check 1. Make your check payable to John Hancock Fund Services, Inc. ("Fund Services").
2. Deliver the completed application and check to your registered representative, or
Selling Broker or mail it directly to Fund 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:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Sovereign Investors 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, Selling Broker or
mail it directly to Fund Services.
Monthly 1. Complete the "Automatic Investing" and "Bank Information" sections on the Account
Automatic Privileges Application, designating a bank account from which funds may be drawn.
Accumulation
Program 2. The amount you elect to invest will be automatically withdrawn from your bank or
(MAAP) 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 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
and Class B shares by calling Fund Services toll-free at 1-800-225-5291.
3. Give the Fund 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 and 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 Fund Services, Inc.
3. Mail the account information and check to:
John Hancock Fund Services, Inc.
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling Broker.

<PAGE>

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 Sovereign Investors Fund
(Class A and 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 Broker 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 Fund Services.
Institutional Investors. Certain institutional investors may purchase Class C shares of the Fund, which have no
sales charge or 12b-1 fee. See "Institutional Investors" for further information.
</TABLE>
You will receive statements regarding your account which you should keep to
help with your personal recordkeeping.

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.

SHARE PRICE

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.

Equity securities in the Fund's portfolio are generally valued at their last
exchange sale price as furnished by a pricing service which utilizes
electronic pricing techniques. If no sale has occurred on the date assets are
valued, or if the security is traded only in the over-the-counter market, it
will normally be valued at its last available bid price. Fixed- income
securities are generally valued by a pricing service which uses electronic
pricing techniques based upon general institutional trading. Some securities
are valued at fair value based on procedures approved by the Board of
Directors, and for certain other securities, the amortized cost method is
used if the Directors determine in good faith that such cost approximates
fair value, as described more fully in the Statement of Additional
Information. The NAV is calculated once daily as of the close of regular
trading on the New York Stock 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 Broker Services.
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 New
York Stock Exchange and transmit it to Broker Services before its close of
business to receive that day's offering price.

The Fund offers two classes of shares in this Prospectus: Class A shares
which are subject to an initial sales charge and Class B shares which are
subject to a contingent deferred

<PAGE>

sales charge. If you do not specify a particular class of shares, it will be
assumed that you are purchasing Class A shares and an initial sales charge
will be assessed.

Initial Sales Charge Alternative--Class A Shares.

The offering price you pay for Class A shares of the Fund equals the NAV next
computed after your investment is received in good order by Broker Services
plus a sales charge as follows:

<TABLE>
<CAPTION>
Sales Charge Combined
Sales Charge as Reallowance
as a Percentage and Service Fee Reallowance to
a Percentage of as a Percentage Selling Broker as
Amount Invested of the Amount of a Percentage of
(Including Sales Charge) Offering Price Invested Offering Price(+) 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%(***)
</TABLE>
(*) Upon notice to Selling Brokers with whom it has sales agreements, Broker
Services may reallow an amount up to the full applicable sales charge. 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.

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

(***) Broker Services may pay a commission and first year's service fee (as
described in (+) below) to Selling Brokers who initiate and are responsible
for purchases 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 $10 million and over.

(+) At the time of sale, Broker Services pays to Selling Brokers the first
year's service fee in advance, in an amount equal to 0.25% of the Fund's 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 which are reinvested in
additional shares of the Fund.

In addition to the reallowance allowed to all Selling Brokers, Brokers
Services will pay the following: Round trip airfare to a luxury resort will
be given to each registered representative of a Selling Broker who sells
certain amounts of shares of John Hancock funds. Broker Services will make
these incentive payments out of its own resources. Other than distribution
fees, the Fund does not bear distribution expenses.

Broker Services 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 as described below, investors in Class A shares
may be entitled to pay reduced sales charges. See "Qualifying For a Reduced
Sales Charge" below.

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

<PAGE>

after the end of the calendar month in which the purchase was made (the
contingent deferred sales charge period), a contingent deferred sales charge
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%
$5 Million to $9,999,999 0.50%
Amounts of $10 million and over 0.25%
</TABLE>
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 A shares redeemed.
Accordingly, no CDSC will be imposed on increases in account value above the
initial purchase price, including any dividends which have been reinvested in
additional 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 redemption in certain circumstances. See the discussion below under
the caption "Waiver of Contingent Deferred Sales Charge."

You may qualify for a reduced sales charge on your investments in Class A
shares.

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 in the John Hancock
family of funds (except money market funds), you may qualify for a reduced
sales charge on your investments through a LETTER OF INTENTION or through the
COMBINATION PRIVILEGE. You may also be able to use the ACCUMULATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares
of the John Hancock funds when meeting the breakpoints for a reduced sales
charge.

Fund employees and affiliates

Class A shares of the Fund may be purchased without paying an initial sales
charge by the following:

* A Trustee/Director or officer of the Trust/Company; 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.

* Special transactions

Any state, county, city or any instrumentality, department, authority or
agency of these entities (an "eligible governmental authority") which is
prohibited by applicable investment laws from paying a sales charge or
commission when it purchases shares of any registered investment management
company.

* A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds (an
"eligible depository institution") 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 Broker Services 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 Mutual
Funds, when s/he withdraws from his/her plan and transfers any or all of
his/her plan distributions directly to the Fund.

<PAGE>

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

In determining whether a CDSC applies to a redemption, the calculation will
be determined in a manner that results in the lowest possible rate being
charged. It will be assumed that your redemption comes first from shares you
have held beyond the six-year CDSC redemption period or those you acquired
through dividend reinvestment and next from the shares you have held the
longest during the six-year period.

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>
<CAPTION>
<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>
Proceeds from the CDSC are paid to Broker Services. Broker Services uses them
in whole or in part to defray its expenses related to providing the Fund with
distribution services in connection with the sale of the Class B shares, such
as compensating selected 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 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 Contingent Deferred Sales
Shares Redeemed Charge As a Percentage of
Following 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

<PAGE>

in advance at the time of sale for personal and account maintenance services
provided to shareholders during the twelve months following the sale, and
thereafter the service fee is paid in arrears.

Conversion of Class B Shares. Your Class B shares and an appropriate portion
of both reinvestment income and capital gains on those shares will be
converted into Class A shares automatically no later than the month following
eight years after the shares were purchased resulting 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 the shares in
the original fund were purchased.

Waiver of Contingent Deferred Sales Charge. The CDSC is waived on redemptions
of Class B shares (and Class A shares subject to the CDSC) in the following
circumstances: (1) redemptions made in connection with a tax-exempt
retirement plan distribution which are mandatory under the Code (i.e., after
age 70-1/2), (2) redemptions involving certain liquidation, merger or
acquisition transactions involving other investment companies or personal
holding companies, and (3) redemptions that are due to death or disability or
(4) redemptions made pursuant to the Reinvestment Privilege, as described
below. The CDSC is waived on redemptions of shares following distributions to
participants or beneficiaries of plans qualified under Section 401(a) of the
Code or from custodial accounts under Code Section 403(b)(7), deferred
compensation plans under Code Section 457 and other employee benefit plans,
and certain returns of excess contributions made to these plans. In addition,
all of these distributions must be permitted to be made without penalty under
the Code. In addition, certain IRA and retirement plans purchasing shares
prior to October 1, 1992 will not be subject to a CDSC. If you are entitled
to a waiver of the CDSC, you must notify Fund Services either directly or
through your Selling Broker at the time you make your redemption. The waiver
will be granted subject to confirmation of your entitlement to the waiver.

HOW TO REDEEM SHARES
To assure acceptance of your redemption request, please follow these
procedures.

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 Fund 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).
Once your shares are redeemed, the Fund generally sends you payment on the
next business day. When you redeem your shares, you will generally realize a
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.

<PAGE>

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 New York Stock Exchange is
closed. Fund 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 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 Fund
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 Fund shares that are in certificate 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
using EASILINE. EASILINE is a telephone number which is listed on account
statements.

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 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 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>
<CAPTION>
Type of Registration Requirements
<S> <C>
Individual, Joint Tenants, Sole
Proprietorship, Custodial (Uniform A letter of instruction signed (with titles where applicable) by
Gifts or Transfer to Minors Act), all persons authorized to sign for the account, exactly as it is
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 a
signature guarantee. (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.
</TABLE>

<PAGE>

Who may guarantee your signature.

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,
Broker Securities may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that any such institution
meets credit standards established by Fund 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.

Additional information about redemptions.

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 instruction. 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 smaller accounts, the
Fund reserves the right to redeem at net asset value all shares in an account
which holds fewer than 50 shares (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
charge is imposed and will have 30 days to purchase additional shares to
bring their account 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.

ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege

You may exchange shares of the Fund only for shares of the same class in
another John Hancock mutual fund.

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 shares whether or not they have been so
designated.

Exchanges between funds with shares which 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 which are subject to a CDSC may be
exchanged for 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 World
Income Fund and John Hancock Limited Government Fund 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.

<PAGE>

You may exchange Class B shares of any John Hancock fund into shares of John
Hancock Cash Management Fund at net asset value. Shares so acquired will
continue to be subject to a CDSC upon redemption. The rate of the CDSC will
be the rate in effect on the original fund at the time of the exchange.

If you exchange Class B shares purchased prior to January 1, 1994 (except
John Hancock Short-Term Strategic Income Fund) for Class B shares of any
other John Hancock fund, you will continue to be subject to the CDSC schedule
that was in effect when they were purchased. See "Contingent Deferred Sales
Charge Alternative-- Class B shares."

The Fund reserves the right to require that you keep previously exchanged
shares (and reinvested dividends) in the Fund for 90 days before you are
permitted a new exchange. Under exchange agreements with Broker Services,
certain dealers, brokers and investment advisers may exchange their clients'
Fund shares, subject to the terms of those agreements and Broker Services'
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 Broker Services' 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 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. 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 of another for Federal income tax purposes. An
exchange may result in a gain or loss.

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

By Telephone

1. When you fill out 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 have the telephone exchange
privilege.

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.

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

<PAGE>

- --the name of the fund in which you wish your exchange to be invested
- --the number of shares, all shares or the dollar amount you wish to exchange
Sign your request exactly as the account is registered.

2. Mail the request and information to:
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

Reinvestment Privilege

If you redeem shares of the Fund, you may be able to reinvest the proceeds in
this Fund or another John Hancock fund without paying an additional sales
charge.

1. No sales charge will apply to Class A shares that are reinvested in any of
the other John Hancock funds which are 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 Fund Services in writing. Include the account
number and class from which your shares were originally redeemed.

Systematic Withdrawal Plan

You can pay routine bills from your account or make periodic disbursements of
funds from your retirement accounts to comply with IRS regulations.

1. You may elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain the Application from 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.

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 an initial sales charge on your purchases of Class A
shares and to a CDSC on your redemption of Class B shares. In addition, your
redemptions are taxable events.

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

Monthly Automatic Accumulation Program (MAAP)

You can make automatic investments and simplify your investing.

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

<PAGE>

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

3. You may terminate your Monthly Automatic Accumulation Program 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.

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 payment of all participants in the group must be at
least $250.

3. No additional charge is made in connection with 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, Keogh Plans (H.R.
10), Pension and Profit Sharing Plans, (including 401(k) plans), Tax
Sheltered Annuity Retirement Plans (403(b) or TSA Plans) and 457 Plans.

2. The initial investment minimum or aggregate minimum for any of the above
plans is $500. However, accounts being established as Group IRA, SEP, SARSEP,
TSA, 401(k) and 457 Plans will be accepted without an initial minimum
investment.

INSTITUTIONAL INVESTORS

Class C shares of the Fund are available only to the following types of
institutional investors: (i) Benefits plans not affiliated with the Adviser
which have at least $25,000,000 in plan assets, and either have a separate
trustee vested with investment discretion and certain limitations on the
ability of the plan beneficiaries to access their plan investments without
incurring adverse tax consequences or allow their participants to select
among one or more investment options, including the Fund
("participant-directed plans"); (ii) Banks and insurance companies which are
not affiliated with the Adviser purchasing shares for their own account;
(iii) investment companies not affiliated with the Adviser; (iv) Tax-exempt
retirement plans of the Adviser and its affiliates, including affiliated
brokers; and (v) Unit investment trusts sponsored by Broker Services and
certain other sponsors. Participant-directed plans include, but are not
limited to, 401(k), TSA and 457 plans.

Class C shares are available to eligible institutional investors at net asset
value without the imposition of a sales charge and are not subject to ongoing
distribution fees imposed under a plan adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940. The minimum initial investment in Class C
shares is $1,000,000, but this requirement may be waived at the discretion of
the Fund's officers. Some individuals

<PAGE>

who are currently eligible to purchase Class A or Class B shares may also be
participants in plans that are eligible to purchase Class C shares of the
Fund. Plans that qualify to purchase Class C shares will not be permitted to
purchase shares of any other class of the Fund.

Broker Services may pay a one-time payment of up to 0.15% of the amount
invested in Class C shares to a selling broker for its sales of Class C
shares. A person entitled to receive compensation for selling shares of the
Fund may receive different compensation with respect to sales of Class A,
Class B or Class C shares or any additional future class of shares.

The Reinvestment Privilege, Systematic Withdrawal Plan, Monthly Automatic
Accumulation Program, Group Investment Program and Retirement Plans are not
available for Class C shares.

If you are considering a purchase of Class C shares of the Fund, please call
John Hancock Fund Services, Inc. at 1-800-437-9312 to obtain information
about eligibility, instructions for purchase by check or wire and an
Institutional Account Application.

<PAGE>

(NOTES)

<PAGE>

JOHN HANCOCK SOVEREIGN
INVESTORS FUND

Investment Adviser
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

Principal Distributor
John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603

Custodian
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110

Transfer Agent
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

Independent Auditors
Ernst & Young
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
TDD Call 1-800-554-6713

JHD-2900P 5/94

JOHN HANCOCK
SOVEREIGN
INVESTORS
FUND

Class A and Class B Shares
Prospectus
May 1, 1994
A mutual fund seeking long-term growth of capital and income without undue
market risks.

101 Huntington Avenue
Boston, Massachusetts 02199-7603
Telephone 1-800-225-5291

(Recycle Logo) Printed on recycled paper using soybean ink

<PAGE>

John Hancock
Sovereign
Balanced Fund

Class A and Class B Shares

Prospectus
May 1, 1994

TABLE OF CONTENTS

Page

Expense Information 2
The Fund's Financial History 3
Investment Objectives, Policies and Risk Considerations 4
Organization and Management of the Fund 9
Alternative Purchase Arrangements 10
The Fund's Expenses 11
Dividends and Taxes 12
Performance 13
How to Buy Shares 14
Share Price 15
How to Redeem Shares 20
Additional Services and Programs 21

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

Additional information about the Fund 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 1, 1994, and incorporated by
reference in this Prospectus, free of charge, by writing to or by
telephoning: John Hancock Fund Services, Inc., Post Office 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>

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 shares of the Fund. The operating expenses are based on actual
expenses for the Fund's fiscal year ended December 31, 1993, adjusted to
reflect certain current expenses, and should not be considered as
representative of future expenses. Actual fees and expenses in the future may
be greater or less than those indicated.

Class A Class B
Shares Shares

Shareholder Transaction Expenses (As a
percentage of offering price)
Maximum sales charge imposed on purchases 5.00% None
Maximum sales charge imposed on reinvested
dividends None None
Maximum deferred sales charge None* 4.00%
Redemption fee+ None None
Exchange fee None None
Annual Operating Expenses (As a percentage of average net assets)
(Unaudited)
Management fee 0.60% 0.60%
12b-1 fee** 0.30% 1.00%
Transfer Agent 0.18% 0.20%
Other Expenses 0.35% 0.35%
Total operating expenses 1.43% 2.15%

*No sales charge is payable at the time of purchase of Class A shares on
investments of $1 million or more, but for such investments a contingent
deferred sales charge may be imposed, as described below, 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 average net assets, and the remaining portion will be used to
cover distribution expenses.
+Redemption by wire fee of $4.00 not included.

1 3 5 10
Example Year Years Years Years

You would pay the following expense for
the indicated period of years
on a hypothetical $1,000 investment,
assuming 5% annual return.
Class A Shares $64 $93 $124 $213
Class B Shares--Assuming complete
redemption at end of period $72 $97 $135 $230
Class B Shares--Assuming no redemption $22 $67 $115 $230

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

Long-term shareholders should be advised that, as a result of the payment of
distribution fees they may pay more than the economic equivalent of the
maximum front-end sales charge permitted under applicable law.

The management fee and Rule 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 Contracts."

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS

The following table of Financial Highlights has been audited by Ernst &
Young, the Fund's independent auditors whose unqualified report is included
in the Fund's 1993 Annual Report and is included in the Statement of
Additional Information.

Selected data for Class A and Class B shares of the Fund outstanding
throughout the period indicated are as follows:

FOR THE PERIOD
YEAR ENDED OCTOBER 5, 1992 TO
DECEMBER 31, DECEMBER 31, 1992
1993 (a)
CLASS A

Per Share Operating Performance
Net Asset Value, Beginning of Period $ 10.19 $ 10.00
Net Investment Income 0.46 0.04(b)
Net Realized and Unrealized Gain on
Investments Sold 0.68 0.20
Total from Investment Operations 1.14 0.24
Less Distributions:
Dividends from Net Investment Income (0.45) (0.05)
Distributions from Net Realized Gain
on Investments (0.14) ......
Total Distributions (0.59) (0.05)
Net Asset Value, End of Period $ 10.74 $ 10.19
Total Investment Return at Net Asset
Value 11.38% 2.37%(c)
Ratios and Supplemental Data
Net Assets, End of Period (000's
omitted) $62,218 $ 5,796
Ratio of Expenses to Average Net
Assets 1.45% 2.79%*(b)
Ratio of Net Investment Income to
Average Net Assets 4.44% 3.93%*(b)
Portfolio Turnover Rate 85% 0%
CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period $ 10.20 $ 10.00
Net Investment Income 0.37 0.03(b)
Net Realized and Unrealized Gain on
Investments Sold 0.70 0.20
Total from Investment Operations 1.07 0.23
Less Distributions:
Dividends from Net Investment Income (0.38) (0.03)
Distributions from Net Realized Gain
on Investments (0.14) ......
Total Distributions (0.52) (0.03)
Net Asset Value, End of Period $ 10.75 $ 10.20
Total Investment Return at Net Asset
Value 10.63% 2.29%(c)
Ratios and Supplemental Data
Net Assets, End of Period (000's
omitted) $78,775 $14,311
Ratio of Expenses to Average Net
Assets 2.10% 3.51%*(b)
Ratio of Net Investment Income to
Average Net Assets 4.01% 3.21%*(b)
Portfolio Turnover Rate 85% 0%

* On an annualized basis.
(a) Fund commenced operations on October 5, 1992. The period is covered by
other Independent Auditors whose report is not provided herein.
(b) Reflects expense limitation in effect during the period indicated (see
note B). As a result of such limitation, expenses for the period from October
5, 1992 to December 31, 1992 for Class A and Class B reflect a reduction of
$0.0016 and $0.0012 per share, respectively. Absent of such limitation the
ratio of expenses to average net assets would have been 2.94% and 3.66%,
respectively, and the ratio of net investment income to average net assets
would have been 3.78% and 3.06%, respectively.
(c) Not annualized.

<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS

The Fund has investment objectives with policies and restrictions to guide
its portfolio management.

The investment objectives of the Fund are to provide current income,
long-term growth of capital and income, and preservation of capital. The Fund
attempts to achieve these objectives by allocating portfolio assets among
various categories of fixed income securities and equity securities. The Fund
diversifies its investments among a number of industry groups without
concentrating more than 25% of its assets in any particular industry. The
Fund's investments are subject to market fluctuation and the risks inherent
in all securities. There can be no assurance that the Fund will achieve its
investment objectives.

The Fund intends to invest in both equity and fixed-income securities.

The Fund may invest in any type or class of security. It is expected that,
under normal circumstances between 40% and 60% of the value of the Fund's
total assets will consist of fixed income securities and at least 25% of the
value of the Fund's total assets will consist of fixed income senior
securities. Fixed income securities may include both convertible and
non-convertible debt securities and preferred stock, and only that portion of
their value attributed to their fixed income characteristics, as determined
by the Adviser, can be used in calculating the 25%. The balance of the Fund's
total assets may consist of cash or (i) equity securities of established
companies, (ii) equity and fixed income securities of foreign corporations,
governments or other issuers meeting applicable quality standards as
determined by the Fund's investment adviser, (iii) foreign currencies, (iv)
securities that are issued or guaranteed as to interest and principal by the
U.S. Government, its agencies, authorities or instrumentalities, (v)
obligations and equity securities of banks or savings and loan associations
(including certificates of deposit and bankers' acceptances); and (vi) to the
extent available and permissible, options and futures contracts on
securities, currencies and indices. Each of these investments is more fully
described below. The Fund's portfolio securities are selected mainly for
their investment character based upon generally accepted elements of
intrinsic value, including industry position, management, financial strength,
earning power, marketability and prospects for future growth. The
distribution or mix of various types of investments is based on general
market conditions, the level of interest rates, business and economic
conditions and the availability of investments in the equity or fixed income
markets.

The Fund will use a strategy of investing only in those common stocks which
have a record of having increased their dividend payout in each of the
preceding ten or more years.

While there is considerable flexibility in the investment quality and type of
securities in which the Fund may invest, the Fund's investments in equity
securities are limited to securities of companies who have (or whose
predecessors have) been in business continuously for at least five years and
have total assets of at least $10 million. Equity securities, for purposes of
the Fund's investment policy, are limited to common stocks, preferred stocks,
investment grade convertible securities and warrants. In addition, the Fund
utilizes a strategy of investing only in those common stocks which have a
record of having increased their shareholder dividend in each of the
preceding ten or more years. This dividend performers strategy may be changed
at any time.

The Fund's investments in fixed-income securities will primarily be
investment grade.

At least 75% of the Fund's total investments in fixed income securities
(other than commercial paper) will be rated within the four highest grades as
determined by Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, A or Baa)
or Standard & Poor's Corporation ("S&P") (AAA, AA, A or BBB). Fixed income
securities rated Baa or BBB

<PAGE>

are considered medium grade obligations with speculative characteristics; and
adverse economic conditions or changing circumstances may weaken their
issuers' capacity to pay interest and repay principal.

Up to 25% of the Fund's total investments in fixed income securities, which
under normal market conditions would constitute no more than 15% of the
Fund's total assets, may be rated as low as C by S&P or Moody's. Fixed income
securities rated lower than Baa or BBB are high risk securities commonly
known as "junk bonds." See the Appendix attached to this Prospectus which
describes the characteristics and distribution of the securities in the
various ratings categories. The Fund may invest in unrated securities which,
in the opinion of the Fund's investment adviser, John Hancock Advisers, Inc.
(the "Adviser"), offer yields and risks comparable to those of securities
which are rated. Should any security in the Fund's portfolio fall below the
Fund's minimum credit quality standards, as a result of a rating downgrade or
a determination of the Adviser, the Fund will dispose of the security as
promptly as possible while attempting to minimize any loss to the Fund.

Fixed income securities rated in the lower rating categories, or which are
unrated, involve greater volatility of price and risk of loss of principal
and income than the price and liquidity of higher rated securities. 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 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. The market prices of zero coupon and payment-in-kind bonds
are affected to a greater extent by interest rate changes, and therefore tend
to be more volatile than securities which pay interest periodically and in
cash. Increasing rate note securities are typically refinanced by the issuers
within a short period of time.

Reduced volume and liquidity in the high yield market or the reduced
availability of market quotations will make it more difficult to dispose of
the securities 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 securities. In addition, the
Fund's investments in such 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.

Investments in corporate fixed income securities may be in bonds, convertible
debentures and convertible or non-convertible preferred stock. The value of
convertible securities, while influenced by the level of interest rates, is
also affected by the changing value of the underlying common stock into which
the securities are convertible. The value of fixed income securities varies
inversely with interest rates.

<PAGE>

The Fund may also invest in securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

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 the Federal National Mortgage Association ("Fannie Maes") and obligations
supported by the credit of the instrumentality, such as Student Loan
Marketing Association Bonds ("Sallie 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.

The Fund may purchase securities of foreign issuers which may involve risks
not present in domestic investments.

An investment in foreign securities or the holding of foreign currency may be
affected by changes in currency rates and in exchange control regulations
(e.g., currency blockage). There may be a transaction charge in connection
with the exchange of currency. Foreign companies may not be subject to
accounting standards and government supervision comparable to those
applicable to domestic companies and there may be less publicly available
information about their operations. Foreign markets generally provide less
liquidity than U.S. markets (and thus potentially greater price volatility)
and typically provide fewer regulatory protections for investors. Foreign
securities can also be affected by political or financial instability abroad.

Additional costs could be incurred in connection with the Fund's
international investment activities. Foreign brokerage commissions are
generally higher than in the United States. Expenses may also be incurred on
currency exchanges when the Fund changes investments from one country to
another. Increased custodian costs as well as administrative difficulties
(such as the need to use foreign custodians) may be associated with the
maintenance of assets in foreign jurisdictions. It is anticipated that under
normal conditions, the Fund will not invest more than 35% of its total assets
in foreign securities.

The Fund may engage in special transactions in an effort to achieve its
investment objectives.

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.

The Fund will engage in transactions in futures contracts and options on
futures contracts for hedging and non-hedging purposes. All of the Fund's
futures contracts and options on futures will be traded on a U.S. commodity
exchange or board of trade. The Fund will not engage in a transaction in
futures or options on futures for non-hedging purposes if, immediately
thereafter, the sum of initial margin deposits and premiums required to
establish non-hedging positions in futures contracts and options on futures
would exceed 5% of the Fund's total assets.

The Fund may write listed and over-the-counter covered call options and
covered put options on debt and equity securities and foreign currency, in
order to earn income from the premiums received. The Fund may write listed
and over-the-counter covered

<PAGE>

call and put options on up to 100% of its net assets. In addition, the Fund
may purchase listed and over-the-counter call and put options on securities
and currency with an aggregate value not exceeding 5% of the Fund's total
assets. The SEC considers over-the-counter options to be illiquid except
under prescribed conditions which are discussed in detail in the Statement of
Additional Information.

The Fund's ability to use futures contracts and options to hedge or earn
income successfully will depend on the Adviser's ability to predict
accurately the future direction of interest rate changes, currency rate
fluctuations and other market factors. The risk of loss on futures
transactions is potentially unlimited. There is no assurance that a liquid
market for futures and options will always exist. In addition, the Fund could
be prevented from opening, or realizing the benefits of closing out, a
futures or options position because of position limits or limits on daily
price fluctuations imposed by an exchange.

The Fund may purchase restricted securities, including those which can be
offered and sold to "qualified institutional buyers" under Rule 144A under
the Securities Act of 1933 (the "Securities Act"), subject to an investment
restriction limiting all unmarketable securities held by the Fund to not more
than 15% of the Fund's net assets. Since it is not possible to predict with
assurance exactly how this market for restricted securities sold and offered
under Rule 144A will develop, the Directors will carefully monitor the Fund's
investments in these securities, focusing on such factors, among others, as
valuation, liquidity and availability of information. This investment
practice could have the effect of increasing the level of illiquidity in the
Fund to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities.

The Fund may lend portfolio securities to brokers, dealers, and financial
institutions if the loan is collateralized in accordance with applicable
regulatory requirements. When lending portfolio securities, there is a risk
of failure by the borrower to return the securities involved in such
transactions, in which event the Fund may incur a loss. It is a fundamental
policy of the Fund not to lend portfolio securities having a total value in
excess of 33-1/3% of its total assets.

The Fund may enter into repurchase agreements and may purchase securities on
a forward commitment or when-issued basis. In a repurchase agreement, the
Fund buys a security subject to the right and obligation to sell it back at a
higher price. These transactions must be fully collateralized at all times,
but involve some credit risk to the Fund if the other party defaults on its
obligation and the Fund is delayed or prevented from liquidating the
collateral.

When the Fund engages in forward commitment and when-issued 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.

Although the Fund does not intend to invest for the purpose of seeking
short-term profits, the Fund's particular portfolio securities may be changed
without regard to the holding period of such securities (subject to certain
tax restrictions) when the Adviser deems it appropriate to do so in view of a
change in the financial or business operations of an issuer or changes in
general market conditions. It is anticipated that

<PAGE>

under normal market conditions, the Fund's annual portfolio turnover rate
will not exceed 100%. The Fund's portfolio turnover rate for the period ended
December 31, 1993 is shown under "The Fund's Financial Highlights".

Borrowing to purchase portfolio securities shall not be in an amount
exceeding 33-1/3% of the Fund's total assets, which may be considered to be a
speculative investment practice. Borrowing may involve risks and costs that
may not be present in a fund that does not borrow, including the possible
reduction of income by interest payments and increased fluctuation in the
Fund's net asset value per share.

The Fund may respond to adverse market conditions by taking a temporary
defensive investment posture.

When the Adviser believes unfavorable investment conditions exist requiring
the Fund to assume a temporary defensive investment posture, the Fund may
hold cash or invest all or a portion of its assets in short-term instruments,
including: short-term U.S. Government securities and repurchase agreements in
respect thereof; bank certificates of deposit, bankers' acceptances, time
deposits and letters of credit; and commercial paper (including so called
Section 4(2) paper) rated at least A-2 by S&P or P-2 by Moody's or if
unrated, considered by the Adviser to be of comparable quality. The Fund's
temporary defensive investments may also include: debt obligations of U.S.
companies rated at least A by S&P or Moody's or, if unrated, of comparable
quality in the opinion of the Adviser; commercial paper and corporate debt
obligations not satisfying the above credit standards if they are (a) subject
to demand features or puts or (b) guaranteed as to principal and interest by
a domestic or foreign bank having total assets in excess of $1 billion, by a
company whose commercial paper may be purchased by the Fund, or by a foreign
government having an existing debt security rated at least A by S&P or
Moody's; and other short-term investments which the Adviser determines
present minimal credit risks and which are of "high quality" as determined by
any major rating service or, in the case of an instrument that is not rated,
of comparable quality as determined by the Adviser.

The Fund's investments will be subject to certain risks.

The Fund's investments in lower rated securities, foreign securities, foreign
currencies, forward foreign currency exchange contracts, futures contracts,
options on futures and restricted securities will be subject to the specific
risks described above and in the Statement of Additional Information.

The Fund follows certain policies which may help to reduce investment risk.

The Fund has adopted certain fundamental investment restrictions which are
enumerated in detail in the Statement of Additional Information. Among these
restrictions are the following: with respect to 75% of its total assets, the
Fund may not (a) invest more than 5% of its assets in the securities of any
one issuer or (b) purchase more than 10% of the outstanding voting securities
of any one issuer. These fundamental investment restrictions may not be
changed without shareholder approval. The Fund's investment objective and
policies and nonfundamental investment restrictions, however, may be changed
by a vote of the Board of Directors without shareholder approval. If there is
a change in investment objective, shareholders should consider whether the
Fund remains an appropriate investment in light of their then current
financial position and needs.

Brokers are chosen based on best price and execution.

<PAGE>

sale of shares of the Fund. Pursuant to procedures determined by the Board of
Directors, the Adviser may place securities transactions with brokers
affiliated with the Adviser. These brokers include Interstate/Johnson Lane,
Tucker Anthony Incorporated, and Sutro & Company, Inc. Tucker Anthony
Incorporated and Sutro & Company, Inc. are indirectly owned by John Hancock
Mutual Life Insurance Company, which in turn indirectly owns the Adviser.

ORGANIZATION AND MANAGEMENT OF THE FUND

The Board of Directors elect officers and retain the investment adviser who
is responsible for the Fund's day-to-day operations subject to the Board's
policies and supervision.

The Fund is organized as a separate, diversified portfolio of the Company, a
diversified open-end management investment company. The Company was organized
as a corporation in the State of Delaware in January 1936 and reincorporated
in Maryland in 1990. The Company currently has 345,000,000 shares of capital
stock. The Company's Articles of Incorporation permit the Directors to create
and reclassify the capital stock into separate series, without shareholder
approval. As of the date of this Prospectus, the Directors have authorized
shares of the Fund and one other series. Additional series may be added in
the future. The Company's Articles of Organization also permit the Directors
to classify and reclassify any series or portfolio of shares into one or more
classes. As of the date of this Prospectus the Fund has authorized the
issuance of three classes of the Fund, designated as Class A, Class B and
Class C. The shares of each class represent an interest in the same portfolio
of investments of the Fund and have equal rights as to voting, redemption,
dividends, and liquidation except that each class of shares bears different
distribution and transfer agent fees and has exclusive voting rights with
respect to its Rule 12b-1 distribution plans. The Board of Directors has no
current intention of issuing Class C shares of the Fund. The Fund is not
required 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 investment restrictions and policies
or approving a management contract. Shareholders have certain rights to
remove Directors.

John Hancock Advisers, Inc. advises investment companies having total assets
of approximately $10 billion.

John Hancock Advisers, Inc., (the "Adviser") was organized in 1968 and is a
wholly owned indirect subsidiary of John Hancock Mutual Life Insurance
Company (the "Insurance 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 Broker Distribution Services, Inc. ("Broker Services") distributes
shares for all of the John Hancock funds through selected broker-dealers
("Selling Brokers"). Certain Fund officers are also officers of the Adviser
and Broker Services.

Pursuant to a service agreement between the Adviser and its affiliate,
Sovereign Asset Management Corporation ("SAMCorp."), SAMCorp. furnishes to
the Adviser certain portfolio management services with respect to the equity
securities held in the portfolio of the Fund. The Adviser supervises
SAMCorp.'s performance of such services and is responsible for all services
required to be provided under the Adviser's investment management contract
with the Fund. The Adviser pays to SAMCorp. 40% of the fee received from the
Fund by the Adviser with respect to equity securities in the Fund's
portfolio.

John F. Snyder III is primarily responsible for management of the Fund. He is
assisted by a team of co-portfolio managers and analysts in the day to day
management of

<PAGE>

the Fund. Mr. Snyder is Executive Vice President of SAMCorp and Senior Vice
President of the Fund. He has been a co-portfolio manager of the Fund since
1991 when the Adviser assumed management of the Fund. He has been associated
with the Adviser since 1991. He is also co-portfolio manager of John Hancock
Sovereign Achievers Fund and John Hancock Sovereign Investors Fund.

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 (See
"Contingent Deferred Sales Charge Alternative--Class B Shares"). If you do
not specify on your account application which class of shares you are
purchasing, it will be assumed that you are investing in Class A shares.

Investments in Class A shares are subject to an initial sales charge.

Class A Shares. If you elect to purchase Class A Shares, you will incur an
initial sales charge unless the amount you 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 0.30% 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 B shares are subject to a contingent deferred 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 a
higher expense ratio than that 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

You should consider which class of the shares will be more beneficial for
you.

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 that
you expect to hold your shares and other circumstances. You should consider
whether, during the anticipated life of your Fund investment, the 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 page 2 of this Prospectus gives examples of the
charges applicable to each class of shares. Class A shares will normally be
more beneficial if you qualify for a reduced sales charge. See "Share
Price--Qualifying for a Reduced Sales Charge."

Class A shares are subject to lower distribution and service fees and,
accordingly, pay correspondingly higher dividends per share, to the extent
any dividends are paid.

<PAGE>

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 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.

In the case of Class A shares, distribution expenses that Broker Services
incurs in connection with the sale of the shares will be paid from the
proceeds of the initial sales charge and the ongoing distribution and service
fees. In the case of Class B shares, expenses will be paid from the proceeds
of the ongoing distribution and service fees, as well as 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 and will be in the same
amount. However, each class will bear only its own distribution and service
fees, and shareholder meeting expenses and incremental transfer agency costs.
See "Dividends and Taxes."

THE FUND'S EXPENSES

The Fund pays a monthly fee equal (on an annual basis) to .60% of its average
daily net asset value to the Adviser for managing the Fund's investment and
business affairs. The Adviser pays to SAMCorp 40% of the fee received by the
Adviser with respect to the equity securities held in the portfolio of the
Fund during such month. From time to time the Adviser may reduce its fee or
make other arrangements to limit the Fund's expenses to a specified
percentage of average net assets. The Adviser retains the right to re-impose
a fee and recover any other payments to the extent that, at the end of any
fiscal year, the Fund's actual expenses at year end fall below any such
limit. The total expenses for the Class A and the Class B shares of the Fund
for the year ended December 31, 1993 were 1.45% and 2.10%, respectively, of
average net assets attributable to such classes.

The Fund pays distribution and service fees for marketing and sales-related
shareholder servicing.

<PAGE>

of Fund shares, (ii) marketing, promotional and overhead expenses incurred in
connection with the distribution of shares of the Fund, and (iii) with
respect to Class B shares only, interest expenses on unreimbursed
distribution expenses. The service fees will be used to compensate Selling
Brokers for providing personal and account maintenance services to
shareholders. In the event Broker Services is not fully reimbursed for
payments made or expenses incurred by it under the Class A Plan, these
expenses will not be carried beyond twelve months from the date they were
incurred. These unreimbursed expenses under the Class B Plan will be carried
forward together with interest on the balance of these unreimbursed expenses.
For the year ended December 31, 1993 an aggregate of $3,826,186 of
distribution expenses or 7.47% of the average net assets of Class B shares
were not reimbursed or recovered by the Distributor through the receipt of
deferred sales charges or 12b-1 fees.

DIVIDENDS AND TAXES

Dividends. Income dividends are paid quarterly from net investment income.
Capital gains, if any, are generally distributed annually. 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 dividend on these shares will be lower than on the Class A
shares. See "Share Price."

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 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 they may be taxable as if you received them the previous December. The
Fund will send you a statement by January 31 showing the tax status of the
dividends you received for the prior year.

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 taxes on any net investment income and net
realized capital gains that are distributed to its shareholders at least
annually. When you redeem (sell) or exchange shares, you may realize a gain
or loss.

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

In addition to Federal taxes, you may be subject to state, local or foreign
taxes, depending on your residence. In some states, a portion of the Fund's
dividends that represents interest received by the Fund on direct U.S.
government obligations may be exempt from tax. You should consult your tax
adviser for specific advice.

<PAGE>

PERFORMANCE

The Fund may advertise its yield and total return.

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 Fund 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, 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 include the
effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at lower sales charges would result in
higher performance figures. Yield and total return for the Class B shares
reflect 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. Yield and total return of Class A and Class B shares will be
calculated separately and, because each class is subject to certain different
expenses, the yield and total return with respect to that class for the same
period may differ. 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 and yield 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." 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 Fund Services, Inc. at
the address or telephone number listed on the front page of this Prospectus.

<PAGE>

HOW TO BUY SHARES

Opening an account.

The minimum initial investment in Class A and Class B shares is $1,000
($250 for group investments and $500 for 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. Fund Services will assume you are
investing in Class A shares.
By Check 1.Make check payable to John Hancock Fund Services,
Inc. ("Fund Services").
2.Deliver the completed application and check to
your registered representative or Selling Broker, or
mail it directly to Fund Services.
By Wire 1.Obtain an account number by contacting your
registered representative, 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 Sovereign Balanced 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 Fund Services.
Buying
additional
Class A and
Class B shares.
Monthly 1.Complete the "Automatic Investing" and "Bank
Automatic Information" sections on the Account Privileges
Accumulation Application, designating a bank account from which
Program (MAAP) funds may be drawn.
2.The amount you elect to invest will be
automatically withdrawn 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
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 and Class B
shares by calling Fund Services toll-free at
1-800-225-5291.
3.Give the Fund Services representative the name(s)
in which the 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,
your account number and the name(s) in which the
account is registered.
2.Make your check payable to John Hancock Fund
Services, Inc.
3.Mail the account information and check to:
John Hancock Fund Services, Inc.
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or
Selling Broker.

<PAGE>

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 Sovereign Balanced 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
Broker 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 Fund Services.

You will receive statements regarding your account which you should keep to
help with your personal recordkeeping.

You will receive a statement of your account after every 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.

SHARE PRICE

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.

The net asset value ("NAV") of a share is the value of one share. The NAV per
share is calculated by dividing the net assets of each class by the number of
outstanding shares of that class. The NAV will be different for each class to
the extent that amounts of undistributed income are accrued on shares of each
class between dividend declarations. Equity securities in the Fund's
portfolio are generally valued at their last exchange sale price as furnished
by a pricing service which utilizes electronic pricing techniques. If no sale
has occurred on the date assets are valued, or if the security is traded only
in the over-the-counter market, it will normally be valued at its last
available bid price. Fixed-income securities are generally valued by a
pricing service which uses electronic pricing techniques based upon general
institutional trading. Some securities are valued at fair value based on
procedures approved by the Board of Directors, and for certain other
securities, the amortized cost method is used if the Directors determine in
good faith that such cost approximates fair value, as described more fully in
the Statement of Additional Information. The NAV is calculated once daily as
of the close of regular trading on the New York Stock Exchange (generally at
4:00 P.M., New York time) on each day that the Exchange is open.

The Fund offers two classes of shares in this Prospectus: Class A shares,
which are subject to an initial sales charge, and Class B shares which are
subject to a contingent deferred sales charge. If you do not specify a
particular class of shares, it will be assumed that you are purchasing Class
A shares and an initial sales charge will be assessed.

<PAGE>

Initial Sales Charge Alternative--Class A Shares. The offering price you pay
for Class A shares of the Fund equals the NAV next computed after your
investment is received in good order by Broker Services plus a sales charge
as follows:
<TABLE>
<CAPTION>
Combined Reallowance
Sales Charge Reallowance to Selling
Sales Charge as a and Service Brokers
as a Percentage Fee as a as a
Percentage of the Percentage Percentage
Amount Invested of Offering Amount of Offering of Offering
(including Sales Charge) Price Invested Price(+) 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, Broker
Services may reallow an amount up to the full applicable sales charge. 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.

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

(***)Broker Services may pay a commission and first year's service fee (as
described in (+) below) to Selling Brokers who initiate and are responsible
for purchases 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 $10 million and over.

(+)At the time of sale, Broker Services 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 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.
</FN>
</TABLE>

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

Broker Services 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 as described below, investors in Class A shares
may be entitled to pay reduced sales charges. See "Qualifying For a Reduced
Sales Charge" below.

<PAGE>

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 contingent deferred sales charge period), a contingent deferred
sales charge ("CDSC") will be imposed. The rate of the CDSC will depend on
the amount invested as follows:

Amount Invested CDSC Rate

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

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 A shares redeemed.
Accordingly, no CDSC will be imposed on increases in account value above the
initial purchase price, including any dividends which have been reinvested in
additional shares.

In determining whether a CDSC is applicable 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 redemption is first made from any
shares in the shareholder's account not subject to the CDSC. The CDSC is
waived on redemption in certain circumstances. See the discussion below under
the caption "Waiver of Contingent Deferred Sales Charge."

You may qualify for a reduced sales charge on your investments in Class A
shares.

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 in 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 or through the COMBINATION PRIVILEGE. You may also be able to use
the ACCUMULATION PRIVILEGE to take advantage of the value of your previous
investments in Class A shares of the John Hancock funds when meeting the
breakpoints for a reduced sales charge.

Class A shares of the Fund may be purchased without paying an initial sales
charge by the following:

*A Trustee/Director or officer of the Trust/Company; 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 (an "eligible governmental authority") which is
prohibited by applicable investment laws from paying a sales charge or
commission when it purchases shares of any registered investment management
company.

*A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds (an
"eligible depository institution") if it is purchasing $1 million or more for
non-discretionary customers or accounts.

<PAGE>

*A broker, dealer or registered investment adviser that has entered into an
agreement with Broker Services 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 Mutual
Funds, when s/he withdraws from his/her plan and transfers any or all of
his/her plan distributions directly to the Fund.

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

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
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. The 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 dividend reinvestment, and
next from the shares you have held the longest during the six-year period.

Example:

*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

Proceeds from the CDSC are paid to Broker Services. Broker Services uses them
in whole or in part to defray its expenses related to providing the Fund with
distribution services in connection with the sale of the 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>

Year in Which Class B Contingent Deferred Sales
Shares Redeemed Charge As a Percentage of
Following Purchase Dollar Amount Subject to CDSC

First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None

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.

If you purchased Class B shares prior to January 1, 1994, the applicable CDSC
as a percentage of the amount redeemed will be: 4% for redemptions during the
first year after purchase, 3.5% for redemptions during the second year, 3%
for redemptions during the third year, 2.5% for redemptions during the fourth
year, 2% for redemptions during the fifth year, 1% for redemptions during the
sixth year, and no CDSC for the seventh year and thereafter.

Conversion of Class B Shares. Your Class B shares and an appropriate portion
of reinvested income on those shares will be converted into Class A shares
automatically no later than the month following eight years after the shares
were purchased, resulting 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 the shares in the original fund were purchased.

Waiver of Contingent Deferred Sales Charge. The CDSC is waived on redemptions
of Class B shares (and Class A shares subject to the CDSC) in the following
circumstances: (1) redemptions made in connection with a tax-exempt
retirement plan distribution which are mandatory under the Internal Revenue
Code (i.e. after age 70-1/2), (2) redemptions involving certain liquidation,
merger or acquisition transactions involving other investment companies or
personal holding companies, and (3) redemptions that are due to death or
disability; or (4) redemptions made pursuant to the Reinvestment Privilege,
as described below. The CDSC is waived on redemptions of shares following
distributions to participants or beneficiaries of plans qualified under
Section 401(a) of the Code or from custodial accounts under Code Section
403(b)(7), deferred compensation plans under Code Section 457 and other
employee benefit plans, and certain returns of excess contributions made to
these plans. In addition, all of these distributions must be permitted to be
made without penalty under the Code. In addition, certain IRA and retirement
plans purchasing shares prior to October 1, 1992 will not be subject to a
CDSC. You must notify Fund Services either directly or through your Selling
Broker at the time of redemption if you are entitled to waiver of the CDSC.
The waiver will be granted subject to confirmation of your entitlement to the
waiver.

<PAGE>

HOW TO REDEEM SHARES

Once your shares are redeemed, the Fund generally sends you payment on the
next business day. When you redeem your shares, you will generally realize a
gain or loss depending usually on the difference between what you paid for
them and what you received 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.

To assure acceptance of your redemption request, please follow these
procedures.

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. (Eastern
Time), Monday through Friday, excluding days on which
the New York Stock Exchange is closed. Fund 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, but the address on the
account must not have changed for the last 30 days. A
check will be mailed to the exact name(s) and address
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
Fund Services will be liable for any loss or expense
for acting upon telephone instructions made in
accordance with the telephone transactions 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 using EASI-Line. EASI-Line is a
telephone number which is listed on account statements.
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 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 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.

<PAGE>

Type of Registration Requirements

Individual, Joint Tenants, Letter of instruction signed (with titles
Sole Proprietorship, where applicable) by all persons
Custodial (Uniform Gifts authorized to sign for the account,
or Transfer to Minors exactly as it is registered accompanied by
Act), General Partners. signature(s) guarantee(s).

Corporation, Association Letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account, accompanied by
signature(s) guarantee(s).

Trusts A letter of instruction by the Trustee(s)
with a signature guarantee. (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.

Who may guarantee your signature.

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, Broker Services may guarantee the signature. The following
institutions may provide you with a signature guarantee, provided that the
institution meets credit standards established by Fund 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.

Additional information
about redemptions.

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 instruction. 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 smaller accounts, the
Fund reserves the right to redeem at net asset value all shares in an
account which holds fewer than 50 shares (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 nor 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 30 days to purchase additional shares to
bring their account 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.

ADDITIONAL SERVICES AND PROGRAMS

Exchange Privilege

You may exchange shares of the Fund only for shares of the same class in
another John Hancock fund.

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.

<PAGE>

Exchanges between funds which 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 which 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 exchanges into John Hancock Freedom Short-Term World
Income Fund and John Hancock Limited Government Fund 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.

You may exchange Class B shares of any John Hancock fund into John Hancock
Cash Management Fund at net asset value. Shares so acquired will continue to
be subject to a CDSC upon redemption. The rate of the CDSC will be the rate
in effect on the original fund at the time of the exchange.

If you exchange Class B shares purchased prior to January 1, 1994 (except
John Hancock Short-Term Strategic Fund) for Class B shares of any other John
Hancock fund, you will continue to be subject to the CDSC schedule that was
in effect when they were purchased. See "Contingent Deferred Sales Charge
Alternative--Class B Shares."

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 a new exchange.

Under exchange agreements with Broker Services, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and Broker Services' 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 Broker Services' 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 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. 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 of another for Federal income tax purposes. An
exchange may result in a gain or loss.

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

<PAGE>

By Telephone

1.When you fill out 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 have telephone exchange.

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.

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 Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116

Reinvestment Privilege

If you redeem shares of the Fund, you may be able to reinvest the proceeds in
this Fund or another John Hancock fund without paying a sales charge.

1.No sales charge will apply to Class A shares that are reinvested in any of
the other John Hancock funds which are 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 mutual funds, subject to the minimum
investment limit of that fund.

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

Systematic Withdrawal Plan

You can pay routine bills from your account or make periodic disbursements of
funds from your retirement account to comply with IRS regulations.

1.You may elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus or can be
obtained from 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.

<PAGE>

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 an initial sales charge on your purchases of Class A
shares or a CDSC on your redemptions of Class B shares. In addition, your
redemptions are taxable events.

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

Monthly Automatic Accumulation Program (MAAP)

You can make automatic investments and simplify your investing.

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

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

3.You may terminate your Monthly Automatic Accumulation Program 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.

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 payment of all participants in the group must be at
least $250.

3.No additional charge is made in connection with 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, Keogh Plans (H.R.
10), Pension and Profit Sharing Plans (including 401(k) plans), Tax Sheltered
Annuity Retirement Plans (403(b) or TSA Plans) and 457 Plans.

2.The initial investment minimum or aggregate minimum for any of the above
plans is $500. However, accounts being established as Group IRA, SEP, SARSEP,
TSA and 401(k) and 457 Plans will be accepted without an initial minimum
investment.

<PAGE>

APPENDIX

Moody's describes its ratings for fixed income securities as follows:

Fixed income securities 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.

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

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

Fixed income securities 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 fixed income securities lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

Fixed income securities 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 fixed income securities in this class.

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

Fixed income securities 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.

Fixed income securities which are rated "Ca" represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

Fixed income securities which are rated "C" are the lowest rated class of
fixed income securities and issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.

<PAGE>

Standard & Poor's describes its ratings for fixed income securities as
follows:

Fixed income securities rated "AAA" have the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

Fixed income securities rated "AA" have a very strong capacity to pay
interest and repay principal and differs from the higher rated issues only in
small degree.

Fixed income securities rated "A" have a strong capacity to pay interest and
repay principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than fixed income
securities in higher rated categories.

Fixed income securities rated "BBB" are regarded as having an adequate
capacity to pay interest and repay principal. Whereas such securities
normally exhibit 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 fixed income securities in this category
than in higher rated categories.

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

Moody's describes its three highest ratings for commercial paper as follows:

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

Issuers rated "P-2" (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree.

Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is
maintained.

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

<PAGE>

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

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

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

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

Quality Distribution

The average quality distribution of the portfolio for the fiscal year ended
December 31, 1993 was as follows:

<TABLE>
<CAPTION>
Rating
Y-T-D Assigned Rating
Average % of by % of Assigned % of
Security Rating Value Portfolio Adviser Portfolio by Service Portfolio
<S> <C> <C> <C> <C> <C> <C>
AAA 9,336,309 13.9% 0 0.0% 9,336,309 13.9%
AA 1,414,490 2.1% 0 0.0% 1,414,490 2.1%
A 7,032,956 10.5% 0 0.0% 7,032,956 10.5%
BAA 5,436,436 8.1% 0 0.0% 5,436,436 8.1%
BA 1,990,822 3.0% 0 0.0% 1,990,822 3.0%
B 4,264,696 6.4% 0 0.0% 4,264,696 6.4%
CAA 0 0.0% 0 0.0% 0 0.0%
CA 0 0.0% 0 0.0% 0 0.0%
C 0 0.0% 0 0.0% 0 0.0%
D 0 0.0% 0 0.0% 0 0.0%
Debt Securities 29,475,709 44.0% 0 0.0% 29,475,709 44.0%
Equity Securities 37,568,359 56.0%
Short-Term
Securities 0 0.0%
Total Portfolio 67,044,069 100.0%
Other Assets--Net 800,387
Net Assets 67,844,456
</TABLE>

<PAGE>

JOHN HANCOCK SOVEREIGN BALANCED FUND
Investment Adviser
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Principal Distributor
John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Custodian
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110
Transfer Agent
John Hancock Fund Services, Inc.
P.O. Box 9116
Boston, Massachusetts 02205-9116
Independent Auditors
Ernst & Young
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
TDD call 1-800-554-6713
JHD-3600P 5/94

JOHN HANCOCK
SOVEREIGN
BALANCED FUND
Class A and Class B Shares
Prospectus
May 1, 1994
A mutual fund seeking current income, long-term growth of capital and of
income and preservation of capital without assuming undue market risks.

101 Huntington Avenue
Boston, Massachusetts 02199-7603
Telephone 1-800-225-5291

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