-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HxC1iA21JEpK05wn/wVIYOaEGu7pMGq+5BtUiCCY/IxYcW6US0CBV29z6ju0Rv/v qwvZJQM2Yz0qjRNOTon7+A== 0001010521-97-000222.txt : 19970227 0001010521-97-000222.hdr.sgml : 19970227 ACCESSION NUMBER: 0001010521-97-000222 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 19970226 EFFECTIVENESS DATE: 19970226 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN SERIES INC CENTRAL INDEX KEY: 0000819300 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-16048 FILM NUMBER: 97544110 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05254 FILM NUMBER: 97544111 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVENUE STREET 2: STE 6000 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 7137512400 MAIL ADDRESS: STREET 1: 101 HUNTINGTON AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: TRANSAMERICA SERIES INC DATE OF NAME CHANGE: 19940729 FORMER COMPANY: FORMER CONFORMED NAME: TRANSAMERICA SPECIAL SERIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CRITERION SPECIAL SERIES INC DATE OF NAME CHANGE: 19890718 485BPOS 1 JOHN HANCOCK SERIES TRUST FILE NO. 2-75807 FILE NO. 811-3392 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A --------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X) Pre-Effective Amendment No. ( ) Post-Effective Amendment No. 28 (X) REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X) Amendment No. 31 (X) --------- JOHN HANCOCK SERIES TRUST (Exact Name of Registrant as Specified in Charter) 101 Huntington Avenue Boston, Massachusetts 02199-7603 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, (617) 375-1700 --------- SUSAN S. NEWTON Vice President and Secretary John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 (Name and Address of Agent for Service) --------- It is proposed that this filing will become effective: ( ) immediately upon filing pursuant to paragraph (b) of Rule 485 (X) on March 1, 1997 pursuant to paragraph (b) of Rule 485 ( ) 60 days after filing pursuant to paragraph (a) of Rule 485 ( ) on (date) pursuant to paragraph (a) of Rule 485 Pursuant to Rule 24f-2 under the Investment Company Act of 1940, The Registrant has registered an indefinite number of securities under the Securities Act of 1933. A Rule 24f-2 Notice for the Registrant's most recent fiscal year was filed on December 27, 1996.
Item Number Form N-1A, Statement of Additional Part A Prospectus Caption Information Caption ------ ------------------ ------------------- 1 Front Cover Page * 2 Overview; Investor Expenses; * 3 Financial Highlights * 4 Overview; Goal and Strategy; Portfolio * Securities; Risk Factors; Business Structure; More About Risk 5 Overview; Business Structure; * Manager/Subadviser; Investor Expenses 6 Choosing a Share Class; Buying Shares; * Selling Shares; Transaction Policies; Dividends and Account Policies; Additional Investor Services 7 Choosing a Share Class; How Sales Charges * are Calculated; Sales Charge Deductions and Waivers; Opening an Account; Buying Shares; Transaction Policies; Additional Investor Services 8 Selling Shares; Transaction Policies; * Dividends and Account Policies 9 Not Applicable * 10 * Front Cover Page 11 * Table of Contents 12 * Organization of the Fund 13 * Investment Objectives and Policies; Certain Investment Practices; Investment Restrictions 14 * Those Responsible for Management 15 * Those Responsible for Management 16 * Investment Advisory; Subadvisory and Other Services; Distribution Contract; Transfer Agent Services; Custody of Portfolio; Independent Auditors 17 * Brokerage Allocation 18 * Description of Fund's Shares 19 * Net Asset Value; Additional Services and Programs 20 * Tax Status 21 * Distribution Contract 22 * Calculation of Performance 23 * Financial Statements
JOHN HANCOCK GROWTH FUNDS [LOGO OF JOHN HANCOCK FUNDS] - -------------------------------------------------------------------------------- PROSPECTUS MARCH 1, 1997 This prospectus gives vital information about these funds. For your own benefit and protection, please read it before you invest, and keep it on hand for future reference. Please note that these funds: - - are not bank deposits - - are not federally insured - - are not endorsed by any bank or government agency - - are not guaranteed to achieve their goal(s) Like all mutual fund shares, these securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. DISCIPLINED GROWTH FUND DISCOVERY FUND EMERGING GROWTH FUND FINANCIAL INDUSTRIES FUND GROWTH FUND REGIONAL BANK FUND SPECIAL EQUITIES FUND SPECIAL OPPORTUNITIES FUND [LOGO OF JOHN HANCOCK FUNDS] JOHN HANCOCK FUNDS A Global Investment Management Firm 101 Huntington Avenue, Boston, Massachusetts 02199-7603 CONTENTS - -------------------------------------------------------------------------------------------------
A fund-by-fund look at goals, DISCIPLINED GROWTH FUND 4 strategies, risks, expenses and financial history. DISCOVERY FUND 6 EMERGING GROWTH FUND 8 FINANCIAL INDUSTRIES FUND 10 GROWTH FUND 12 REGIONAL BANK FUND 14 SPECIAL EQUITIES FUND 16 SPECIAL OPPORTUNITIES FUND 18 Policies and instructions for opening, YOUR ACCOUNT maintaining and closing an account in any growth fund. Choosing a share class 20 How sales charges are calculated 20 Sales charge reductions and waivers 21 Opening an account 21 Buying shares 22 Selling shares 23 Transaction policies 25 Dividends and account policies 25 Additional investor services 26 Details that apply to the growth FUND DETAILS funds as a group. Business structure 27 Sales compensation 28 More about risk 30 FOR MORE INFORMATION BACK COVER
OVERVIEW - -------------------------------------------------------------------------------- FUND INFORMATION KEY Concise fund-by-fund descriptions begin on the next page. Each description provides the following information: [LOGO OF GOAL AND STRATEGY] GOAL AND STRATEGY The fund's particular investment goals and the strategies it intends to use in pursuing those goals. [LOGO OF PORTFOLIO SECURITIES] PORTFOLIO SECURITIES The primary types of securities in which the fund invests. Secondary investments are described in "More about risk" at the end of the prospectus. [LOGO OF RISK FACTORS] RISK FACTORS The major risk factors associated with the fund. [LOGO OF PORTFOLIO MANAGEMENT] PORTFOLIO MANAGEMENT The individual or group (including subadvisers, if any) designated by the investment adviser to handle the fund's day-to-day management. [LOGO OF EXPENSES] EXPENSES The overall costs borne by an investor in the fund, including sales charges and annual expenses. [LOGO OF FINANCIAL HIGHLIGHTS] FINANCIAL HIGHLIGHTS A table showing the fund's financial performance for up to ten years, by share class. A bar chart showing total return allows you to compare the fund's historical risk level to those of other funds. GOAL OF THE GROWTH FUNDS John Hancock growth funds seek long-term growth by investing primarily in common stocks. Each fund has its own strategy and its own risk/reward profile. Because you could lose money by investing in these funds, be sure to read all risk disclosure carefully before investing. WHO MAY WANT TO INVEST These funds may be appropriate for investors who: - - have longer time horizons - - are willing to accept higher short-term risk along with higher potential long-term returns - - want to diversify their portfolios - - are seeking funds for the growth portion of an asset allocation portfolio - - are investing for retirement or other goals that are many years in the future Growth funds may NOT be appropriate if you: - - are investing with a shorter time horizon in mind - - are uncomfortable with an investment that will go up and down in value THE MANAGEMENT FIRM All John Hancock growth funds are managed by John Hancock Advisers, Inc. Founded in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock Mutual Life Insurance Company and manages more than $19 billion in assets. DISCIPLINED GROWTH FUND REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST II TICKER SYMBOL CLASS A: SVAAX CLASS B: FEQVX - ------------------------------------------------------------------------------------------------------------------
GOAL AND STRATEGY [LOGO OF GOAL AND STRATEGY] The fund seeks long-term growth of capital. To pursue this goal, the fund invests in established, growing companies that have demonstrated superior earnings growth and stability. Under normal circumstances, the fund invests at least 65% of assets in these companies, without concentration in any one industry. The fund also looks for the following characteristics: - - predictability of earnings - - a low level of debt - - seasoned management - - a strong market position Many of the fund's investments are in medium or large capitalization companies. The fund invests for income as a secondary goal. PORTFOLIO SECURITIES [LOGO OF PORTFOLIO SECURITIES] The fund invests primarily in the common stocks of U.S. companies. It may also invest in warrants, preferred stocks and convertible debt securities. For liquidity and flexibility, the fund may place up to 15% of net assets in cash or in investment-grade short-term securities. In abnormal market conditions, it may invest up to 80% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [LOGO OF RISK FACTORS] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. To the extent that the fund invests in higher-risk securities, it takes on additional risks that could adversely affect its performance. Before you invest, please read "More about risk" starting on page 30. PORTFOLIO MANAGEMENT [LOGO OF PORTFOLIO MANAGEMENT] John F. Snyder III and Jere E. Estes are the leaders of the fund's portfolio management team. Mr. Snyder is an executive vice president of the adviser and has been a team member since July 1992. He has been an investment manager since 1971. Mr. Estes has been a part of the fund's management team since joining John Hancock in July 1992. He has been in the investment business since 1967. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [LOGO OF EXPENSES] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less.
- ----------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - ----------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - ----------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - ----------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - ----------------------------------------------------------------------------- Redemption fee(2) none none - ----------------------------------------------------------------------------- Exchange fee none none - ----------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (as a % of average net assets) - ----------------------------------------------------------------------------- Management fee 0.75% 0.75% - ----------------------------------------------------------------------------- 12b-1 fee(3) 0.30% 1.00% - ----------------------------------------------------------------------------- Other expenses 0.43% 0.43% - ----------------------------------------------------------------------------- Total fund operating expenses 1.48% 2.18% - -----------------------------------------------------------------------------
EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
- ------------------------------------------------------------------------ SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - ------------------------------------------------------------------------ Class A shares $64 $94 $127 $218 - ------------------------------------------------------------------------ Class B shares - ------------------------------------------------------------------------ Assuming redemption at end of period $72 $98 $137 $234 - ------------------------------------------------------------------------ Assuming no redemption $22 $68 $117 $234 - ------------------------------------------------------------------------
This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. 4 DISCIPLINED GROWTH FUND - ------------------------------------------------------------------------------------------------------------------------------------ FINANCIAL HIGHLIGHTS [LOGO OF FINANCIAL HIGHLIGHTS] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) (16.44)(4) 26.69 14.27 (16.46) 30.21 7.22 12.34 0.78 11.51 21.89 (scale varies from fund to fund) - ------------------------------------------------------------------------------------------------------------------------------------ CLASS A - PERIOD ENDED: 10/92(1) 10/93 10/94 10/95 10/96 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $12.81 $ 10.99 $ 12.39 $ 12.02 $ 12.77 - ------------------------------------------------------------------------------------------------------------------------------------ Net investment income (loss) 0.06(2) 0.08(2) 0.10 0.08(2) 0.07(2) - ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments (0.06) 1.34 0.07 1.29 2.82 - ------------------------------------------------------------------------------------------------------------------------------------ Total from investment operations 0.00 1.42 0.17 1.37 2.89 - ------------------------------------------------------------------------------------------------------------------------------------ Less distributions: - ------------------------------------------------------------------------------------------------------------------------------------ Dividends from net investment income (0.07) (0.02) (0.10) (0.10) -- - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from net realized gain on investments sold (1.74) -- (0.44) (0.52) (0.10) - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from capital paid-in (0.01) -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Total distributions (1.82) (0.02) (0.54) (0.62) (0.10) - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $10.99 $ 12.39 $ 12.02 $ 12.77 $ 15.56 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%) 0.19(4) 12.97 1.35 12.21 22.78 - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS AND SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (000s omitted)($) 1,771 23,372 23,292 27,692 28,760 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets(%) 1.73(5) 1.60 1.53 1.46 1.47 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets(%) 0.62(5) 0.64 0.83 0.69 0.46 - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate(%) 246 71 60 65 78 - ------------------------------------------------------------------------------------------------------------------------------------ Average brokerage commission rate(6)($) N/A N/A N/A N/A 0.0698 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ CLASS B - PERIOD ENDED: 10/87(1) 10/88 10/89 10/90 10/91 10/92 10/93 10/94 10/95 10/96 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 10.00 $ 8.34 $10.29 $ 11.52 $ 9.22 $11.71 $10.97 $12.31 $11.95 $ 12.69 - ------------------------------------------------------------------------------------------------------------------------------------ Net investment income (loss) 0.06 0.13 0.19 0.18 0.07 0.01(2) 0.02(2) 0.03 0.01(2) (0.03)(2) - ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments (1.70) 2.05 1.25 (2.00) 2.67 1.05 1.33 0.07 1.28 2.79 - ------------------------------------------------------------------------------------------------------------------------------------ Total from investment operations (1.64) 2.18 1.44 (1.82) 2.74 1.06 1.35 0.10 1.29 2.76 - ------------------------------------------------------------------------------------------------------------------------------------ Less distributions: - ------------------------------------------------------------------------------------------------------------------------------------ Dividends from net investment income (0.02) (0.09) (0.12) (0.20) (0.20) (0.03) (0.01) (0.02) (0.03) -- - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from net realized gain on investments sold -- (0.14) (0.09) (0.28) (0.05) (1.76) -- (0.44) (0.52) (0.10) - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from capital paid-in -- -- -- -- -- (0.01) -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Total distributions (0.02) (0.23) (0.21) (0.48) (0.25) (1.80) (0.01) (0.46) (0.55) (0.10) - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 8.34 $ 10.29 $11.52 $ 9.22 $11.71 $10.97 $12.31 $11.95 $12.69 $ 15.35 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%) (16.44)(4) 26.69 14.27 (16.46) 30.21 7.22 12.34 0.78 11.51 21.89 - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS AND SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (000s omitted)($) 14,016 14,927 23,813 17,714 21,826 23,525 93,853 94,431 86,178 92,555 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets(%) 2.56(5,7) 2.61(7) 2.30 2.13 2.24 2.27 2.09 2.10 2.11 2.17 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets(%) 0.93(5,7) 1.46(7) 1.75 1.64 0.66 0.10 0.17 0.25 0.06 (0.24) - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate(%) 40(5) 54 94 165 217 246 71 60 65 78 - ------------------------------------------------------------------------------------------------------------------------------------ Average brokerage commission rate(6)($) N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.0698 - ------------------------------------------------------------------------------------------------------------------------------------ (1) Class A and Class B shares commenced operations on January 3, 1992 and April 22, 1987, respectively. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Annualized. (6) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (7) Net of advisory expense reimbursements per share of $0.01 for the fiscal year ended October 31, 1988 and less than $0.01 for the fiscal year ended October 31, 1987.
DISCIPLINED GROWTH FUND 5 DISCOVERY FUND REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST IV TICKER SYMBOL CLASS A: FRDAX CLASS B: FRDIX - ------------------------------------------------------------------------------------------------------------------
GOAL AND STRATEGY [LOGO OF GOAL AND STRATEGY] The fund seeks long-term capital appreciation. To pursue this goal, the fund invests in companies that appear to offer superior growth prospects. Under normal circumstances, the fund invests at least 65% of assets in these companies. The fund looks for companies, including small- and medium-sized companies, that have broad market opportunities and consistent or accelerating earnings growth. These companies may: - - occupy a profitable market niche - - have products or technologies that are new, unique or proprietary - - be in an industry that has a favorable long-term growth outlook - - have a capable management team with a significant equity stake These companies may be in a relatively early stage of development, but will usually have established a record of profitability and a strong financial position. The fund does not invest for income. PORTFOLIO SECURITIES [LOGO OF PORTFOLIO SECURITIES] The fund invests primarily in common stocks of U.S. companies and may also invest in warrants, preferred stocks and investment-grade convertible debt securities. For liquidity and flexibility, the fund may place up to 15% of net assets in cash or in investment-grade short-term securities. In abnormal market conditions, it may invest up to 80% in these securities as a defensive tactic. The fund may invest up to 25% of assets in foreign securities, which carry additional risks. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [LOGO OF RISK FACTORS] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. To the extent that the fund invests in small- and medium-sized company stocks, foreign securities and other higher-risk securities, it takes on additional risks that could adversely affect its performance. The fund may experience higher volatility than many other types of growth funds. Before you invest, please read "More about risk" starting on page 30. PORTFOLIO MANAGEMENT [LOGO OF PORTFOLIO MANAGEMENT] Bernice S. Behar, CFA, leader of the fund's portfolio management team since March 1994, is a senior vice president of the adviser. She joined the adviser in 1991 and has been in the investment business since 1986. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [LOGO OF INVESTOR EXPENSES] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less.
--------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B --------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none --------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none --------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% --------------------------------------------------------------------------- Redemption fee(2) none none --------------------------------------------------------------------------- Exchange fee none none --------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (as a % of average net assets) --------------------------------------------------------------------------- Management fee 0.75% 0.75% --------------------------------------------------------------------------- 12b-1 fee(3) 0.30% 1.00% --------------------------------------------------------------------------- Other expenses 0.61% 0.61% --------------------------------------------------------------------------- Total fund operating expenses 1.66% 2.36% ---------------------------------------------------------------------------
EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
---------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 ---------------------------------------------------------------------- Class A shares $66 $100 $136 $237 ---------------------------------------------------------------------- Class B shares ---------------------------------------------------------------------- Assuming redemption at end of period $74 $104 $146 $252 ---------------------------------------------------------------------- Assuming no redemption $24 $74 $126 $252 ----------------------------------------------------------------------
This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. 6 DISCOVERY FUND - ------------------------------------------------------------------------------------------------------------------------------------ FINANCIAL HIGHLIGHTS [LOGO OF FINANCIAL HIGHLIGHTS] The figures below for each of the five periods ended July 1993 to October 1996 have been audited by the fund's independent auditors, Ernst & Young LLP. Figures for the period ended July 1992 were audited by other independent auditors.
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL INVESTMENT RETURN(%) 10.88(6) 21.63 (7.18) 54.97 16.85 6.69(6) (scale varies from fund to fund) three months - ------------------------------------------------------------------------------------------------------------------------------------ CLASS A - PERIOD ENDED: 7/92(1,2) 7/93 7/94 7/95 7/96 10/96(3) - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 9.40 $ 8.95 $ 10.81 $ 8.56 $ 12.95 $ 15.09 - ------------------------------------------------------------------------------------------------------------------------------------ Net investment income (loss) (0.05) (0.16) (0.16)(4) (0.17)(4) (0.19)(4) (0.05)(4) - ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.40) 2.15 (0.43) 4.83 2.46 1.09 - ------------------------------------------------------------------------------------------------------------------------------------ Total from investment operations (0.45) 1.99 (0.59) 4.66 2.27 1.04 - ------------------------------------------------------------------------------------------------------------------------------------ Less distributions: - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from net realized gain on investments sold -- (0.13) (1.66) (0.27) (0.13) -- - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 8.95 $ 10.81 $ 8.56 $ 2.95 $ 15.09 $ 16.13 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENT RETURN AT NET ASSET VALUE(5)(%) (4.79)(6) 22.33 (6.45) 55.80 17.72 6.89(6) - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS AND SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (000s omitted)($) 3,866 4,692 3,226 5,075 32,009 52,479 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets(%) 1.78(7) 2.17 2.01 2.10 1.72 1.65(7) - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets(%) (1.20)(7) (1.61) (1.64) (1.73) (1.26) (1.20)(7) - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate(%) 138 148 108 118 116 45 - ------------------------------------------------------------------------------------------------------------------------------------ Average brokerage commission rate(8)($) N/A N/A N/A N/A N/A 0.0628 - ------------------------------------------------------------------------------------------------------------------------------------ CLASS B - PERIOD ENDED: 7/92(1,2) 7/93 7/94 7/95 7/96 10/96(3) - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 8.00 $ 8.87 $ 10.65 $ 8.34 $ 12.54 $ 14.50 - ------------------------------------------------------------------------------------------------------------------------------------ Net investment income (loss) (0.11) (0.23) (0.22)(4) (0.22)(4) (0.27)(4) (0.08)(4) - ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.98 2.14 (0.43) 4.69 2.36 1.05 - ------------------------------------------------------------------------------------------------------------------------------------ Total from investment operations 0.87 1.91 (0.65) 4.47 2.09 0.97 - ------------------------------------------------------------------------------------------------------------------------------------ Less distributions: - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from net realized gain on investments sold -- (0.13) (1.66) (0.27) (0.13) -- - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 8.87 $ 10.65 $ 8.34 $ 12.54 $ 14.50 $ 15.47 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENT RETURN AT NET ASSET VALUE(5)(%) 10.88(6) 21.63 (7.18) 54.97 16.85 6.69(6) - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS AND SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (000s omitted)($) 34,636 38,672 26,537 31,645 68,591 96,042 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets(%) 2.56(7) 2.86 2.62 2.70 2.42 2.37(7) - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets(%) (1.56)(7) (2.26) (2.24) (2.34) (1.96) (1.93)(7) - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate(%) 138 148 108 118 116 45 - ------------------------------------------------------------------------------------------------------------------------------------ Average brokerage commission rate(8) ($) N/A N/A N/A N/A N/A 0.0628 (1) Class A and Class B shares commenced operations on January 3, 1992 and August 30, 1991, respectively. (2) Covered by report of other independent auditors (not included herein). (3) Effective October 31, 1996, the fiscal year end changed from July 31 to October 31. (4) Based on the average of the shares outstanding at the end of each month. (5) Assumes dividend reinvestment and does not reflect the effect of sales charges. (6) Not annualized. (7) Annualized. (8) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
DISCOVERY FUND 7 EMERGING GROWTH FUND REGISTRANT NAME: JOHN HANCOCK SERIES TRUST TICKER SYMBOL CLASS A: TAEMX CLASS B: TSEGX - ------------------------------------------------------------------------------------------------------------------
GOAL AND STRATEGY [LOGO OF GOAL AND STRATEGY] The fund seeks long-term capital appreciation. To pursue this goal, the fund invests in emerging companies (market capitalization of less than $1 billion). Under normal circumstances, the fund invests at least 80% of assets in a diversified portfolio of these companies. The fund looks for companies that show rapid growth but are not yet widely recognized. The fund also may invest in established companies that, because of new management, products or opportunities, offer the possibility of accelerating earnings. The fund does not invest for income. PORTFOLIO SECURITIES [LOGO OF PORTFOLIO SECURITIES] The fund invests primarily in the common stocks of U.S. and foreign emerging growth companies, although it may invest up to 20% of assets in other types of companies. The fund may also invest in warrants, preferred stocks and investment-grade convertible debt securities. For liquidity and flexibility, the fund may place up to 20% of assets in cash or in investment-grade short-term securities. In abnormal market conditions, it may invest more assets in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [LOGO OF RISK FACTORS] As with any growth fund, the value of your investment will fluctuate in respo nse to stock market movements. Stocks of emerging growth companies carry higher risks than stocks of larger companies. This is because emerging growth companies: - - may be in the early stages of development - - may be dependent on a small number of products or services - - may lack substantial capital reserves - - do not have proven track records In addition, stocks of emerging companies are often traded in low volumes, which can increase market and liquidity risks. Before you invest, please read "More about risk" starting on page 30. PORTFOLIO MANAGEMENT [LOGO OF PORTFOLIO MANAGEMENT] Bernice S. Behar, CFA, leader of the fund's portfolio management team since April 1996, is a senior vice president of the adviser. She joined the adviser in 1991 and has been in the investment business since 1986. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [LOGO OF INVESTOR EXPENSES] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less.
---------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B ---------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none ---------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none ---------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% ---------------------------------------------------------------------- Redemption fee(2) none none ---------------------------------------------------------------------- Exchange fee none none ---------------------------------------------------------------------- Annual fund operating expenses (as a % of average net assets) ---------------------------------------------------------------------- Management fee 0.75% 0.75% ---------------------------------------------------------------------- 12b-1 fee(3) 0.25% 1.00% ---------------------------------------------------------------------- Other expenses 0.32% 0.32% ---------------------------------------------------------------------- Total fund operating expenses 1.32% 2.07% ----------------------------------------------------------------------
EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
---------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 ---------------------------------------------------------------------- Class A shares $63 $90 $119 $201 ---------------------------------------------------------------------- Class B shares ---------------------------------------------------------------------- Assuming redemption at end of period $71 $95 $131 $221 ---------------------------------------------------------------------- Assuming no redemption $21 $65 $111 $221 ----------------------------------------------------------------------
This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. 8 EMERGING GROWTH FUND - ------------------------------------------------------------------------------------------------------------------------------------ FINANCIAL HIGHLIGHTS [LOGO OF FINANCIAL HIGHLIGHTS] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 0.00 33.59 27.40 (11.82) 73.78 6.19 24.53 2.80 33.60 12.48 (scale varies from fund to fund) - ------------------------------------------------------------------------------------------------------------------------------------ CLASS A - PERIOD ENDED: 10/91(1) 10/92 10/93 10/94 10/95(2) 10/96 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 18.12 $ 19.26 $ 20.60 $ 25.89 $ 26.82 $ 36.09 - ------------------------------------------------------------------------------------------------------------------------------------ Net investment income (loss)(3) (0.03) (0.20) (0.16) (0.18) (0.25) (0.34) - ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments 1.17 1.60 5.45 1.11 9.52 5.13 - ------------------------------------------------------------------------------------------------------------------------------------ Total from investment operations 1.14 1.40 5.29 0.93 9.27 4.79 - ------------------------------------------------------------------------------------------------------------------------------------ Less distributions: - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from net realized gain on investments sold -- (0.60) -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 19.26 $ 20.60 $ 25.89 $ 26.82 $ 36.09 $ 40.88 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4)(%) 6.29 7.32 25.68 3.59 34.56 13.27 - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS AND SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (000s omitted)($) 38,859 46,137 81,263 131,053 179,481 218,497 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets(%) 0.33 1.67 1.40 1.44 1.38 1.32 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets(%) (0.15) (1.03) (0.70) (0.71) (0.83) (0.86) - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate(%) 66 48 29 25 23 44 - ------------------------------------------------------------------------------------------------------------------------------------ Average brokerage commission rate(5)($) N/A N/A N/A N/A N/A 0.0698 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ CLASS B - PERIOD ENDED: 10/87(1) 10/88 10/89 10/90 10/91 10/92 10/93 10/94 10/95(2) 10/96 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 7.89 $ 7.89 $10.54 $ 12.56 $ 11.06 $19.22 $20.34 $25.33 $26.04 $ 34.79 - ------------------------------------------------------------------------------------------------------------------------------------ Net investment income (loss)(3) (0.0021) 0.09 (0.08) (0.22) (0.30) (0.38) (0.36) (0.36) (0.45) (0.60) - ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments 0.0021 2.56 2.83 (1.26) 8.46 1.56 5.35 1.07 9.20 4.94 - ------------------------------------------------------------------------------------------------------------------------------------ Total from investment operations 0.0000 2.65 2.75 (1.48) 8.16 1.18 4.99 0.71 8.75 4.34 - ------------------------------------------------------------------------------------------------------------------------------------ Less distributions: - ------------------------------------------------------------------------------------------------------------------------------------ Dividends from net investment income -- -- (0.04) -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Distributions from net realized gain on investments sold -- -- (0.49) (0.22) -- (0.60) -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Total distributions -- -- (0.53) (0.22) -- (0.60) -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 7.89 $10.54 $ 12.76 $ 11.06 $ 19.22 $ 20.34 $ 25.33 $ 26.04 $ 34.79 $ 39.13 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4)(%) 0.00 33.59 27.40 (11.82) 73.78 6.19 24.53 2.80 33.60 12.48 - ------------------------------------------------------------------------------------------------------------------------------------ Total adjusted investment return at net asset value(4,6) (%) (0.41) 31.00 27.37 -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS AND SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (000s omitted)($) 79 3,232 7,877 11,688 52,743 86,923 219,484 283,435 393,478 451,268 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets(%) 0.03 3.05 3.48 3.11 2.85 2.64 2.28 2.19 2.11 2.05 - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of adjusted expenses to average net assets(7)(%) 0.44 5.64 3.51 -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets(%) (0.03) 0.81 (0.67) (1.64) (1.83) (1.99) (1.58) (1.46) (1.55) (1.59) - ------------------------------------------------------------------------------------------------------------------------------------ Ratio of adjusted net investment income (loss) to average net assets(7)(%) (0.44) (1.78) (0.70) -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate(%) 0 252 90 82 66 48 29 25 23 44 - ------------------------------------------------------------------------------------------------------------------------------------ Fee reduction per share ($) 0.03 0.29 0.004 -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Average brokerage commission rate(5)($) N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.0669 (1) Class A and Class B shares commenced operations on August 22,1991 and October 26,1987, respectively. (Not annualized.) (2) On December 22,1994, John Hancock Advisors, Inc. became the investment advisor of the fund. (3) Based on the average of the shares outstanding at the end of each month. (4) Assumes dividend reinvestment and does not reflect the effect of sales charges. (5) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (6) An estimated total return calculation that does not take into consideration fee reductions by the advisor during the periods shown. (7) Unreimbursed, without fee reduction.
EMERGING GROWTH FUND 9 FINANCIAL INDUSTRIES FUND REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST II TICKER SYMBOL CLASS A: FIDAX CLASS B: FIDBX - -----------------------------------------------------------------------------------------------------------------------------
GOAL AND STRATEGY [LOGO OF GOAL AND STRATEGY] The fund seeks capital appreciation. To pursue this goal, the fund invests in U.S. and foreign financial services companies. These include banks, thrifts, finance companies, brokerage and advisory firms, real estate-related firms and insurance companies. Under normal circumstances, the fund invests at least 65% of assets in these companies. PORTFOLIO SECURITIES [LOGO OF PORTFOLIO SECURITIES] The fund invests primarily in the common stocks of U.S. and foreign companies. It may also invest in warrants, preferred stocks and debt securities. The fund may invest up to 5% of net assets in junk bonds. For liquidity and flexibility, the fund may place up to 15% of net assets in cash or in investment-grade short-term securities. In abnormal market conditions, it may invest up to 80% in these securities as a defensive tactic. The fund may also invest in certain higher-risk securities and may engage in other investment practices. RISK FACTORS [LOGO OF RISK FACTORS] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because the fund concentrates in a single sector, its performance is largely dependent on the sector's performance, which may differ from that of the overall stock market. Falling interest rates or deteriorating economic conditions can adversely affect the performance of financial services companies' stocks, while rising interest rates will cause a decline in the value of any debt securities the fund holds. Before you invest, please read "More about risk" starting on page 30. PORTFOLIO MANAGEMENT [LOGO OF PORTFOLIO MANAGEMENT] James K. Schmidt, CFA, and Thomas Finucane lead the fund's portfolio management team. Mr. Schmidt has been in the investment business since 1974. He joined the adviser in 1985 and is an executive vice president. Mr. Finucane has been in the investment business since joining the adviser in 1990. He is a second vice president. - -------------------------------------------------------------------------------- INVESTOR EXPENSES {LOGO OF EXPENSES] Fund investors pay various expenses, either directly or indirectly. The figures below are based on Class A expenses for the past year, adjusted to reflect any changes. No Class B shares were issued or outstanding during the past year. Future expenses may be greater or less.
- -------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - -------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - -------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - -------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - -------------------------------------------------------------------------------- Redemption fee(2) none none - -------------------------------------------------------------------------------- Exchange fee none none - -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management fee (after expense limitation)(3) 0.00% 0.00% - -------------------------------------------------------------------------------- 12b-1 fee(4) 0.30% 1.00% - -------------------------------------------------------------------------------- Other expenses (after limitation)(3) 0.90% 0.90% - -------------------------------------------------------------------------------- Total fund operating expenses (after limitation)(3) 1.20% 1.90% - --------------------------------------------------------------------------------
Example The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
- -------------------------------------------------------------------------------- Share class Year 1 Year 3 Year 5 Year 10 - -------------------------------------------------------------------------------- Class A shares $62 $86 $113 $188 - -------------------------------------------------------------------------------- Class B shares - -------------------------------------------------------------------------------- Assuming redemption at end of period $69 $90 $123 $204 - -------------------------------------------------------------------------------- Assuming no redemption $19 $60 $103 $204 - -------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Reflects the adviser's agreement to limit expenses (except for 12b-1 and other class-specific expenses). Without this limitation, management fees would be 0.80% for each class, other expenses would be 5.97% for each class and total fund operating expenses would be 7.07% for Class A and 7.77% for Class B. (4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge.
10 Financial Industries Fund - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [LOGO OF FINANCIAL HIGHLIGHTS] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP. VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 29.76(4) -------------------------------------------------------------------- (scale varies from fund to fund)
- -------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/96(1) - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - -------------------------------------------------------------------------------- Net asset value, beginning of period $ 8.50 - -------------------------------------------------------------------------------- Net investment income (loss) 0.02(2) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments 2.51 - -------------------------------------------------------------------------------- Total from investment operations 2.53 - -------------------------------------------------------------------------------- Less distributions: - -------------------------------------------------------------------------------- Dividends from net investment income -- - -------------------------------------------------------------------------------- Distributions from net realized gain on investments sold -- - -------------------------------------------------------------------------------- Total distributions -- - -------------------------------------------------------------------------------- Net asset value, end of period $ 11.03 - -------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 29.76(4) - -------------------------------------------------------------------------------- Total adjusted investment return at net asset value(3,5) (%) 26.04(4) - -------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 895 - -------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.20(6) - -------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(5) (%) 7.07(6) - -------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 0.37(6) - -------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(5) (%) (5.50)(6) - -------------------------------------------------------------------------------- Portfolio turnover rate (%) 31 - -------------------------------------------------------------------------------- Average brokerage commission rate(7) ($) 0.0649 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 10/96 - -------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - -------------------------------------------------------------------------------- Net asset value, beginning of period -- - -------------------------------------------------------------------------------- Net investment income (loss) -- - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments -- - -------------------------------------------------------------------------------- Total from investment operations -- - -------------------------------------------------------------------------------- Less distributions: - -------------------------------------------------------------------------------- Dividends from net investment income -- - -------------------------------------------------------------------------------- Distributions from net realized gain on investments sold -- - -------------------------------------------------------------------------------- Total distributions -- - -------------------------------------------------------------------------------- Net asset value, end of period -- - -------------------------------------------------------------------------------- Total investment return at net asset value(3) (%) -- - -------------------------------------------------------------------------------- Total adjusted investment return at net asset value(3,5) (%) -- - -------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - -------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) -- - -------------------------------------------------------------------------------- Ratio of expenses to average net assets (5)(%) -- - -------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(5) (%) -- - -------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) -- - -------------------------------------------------------------------------------- Ratio ofadjusted net investment income (loss) to average net assets(5) (%) -- - -------------------------------------------------------------------------------- Portfolio turnover rate (%) -- - -------------------------------------------------------------------------------- Average brokerage commission rate(7) ($) -- - -------------------------------------------------------------------------------- (1) Class A shares commenced operations on March 14, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Unreimbursed, without fee reduction. (6) Annualized. (7) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
FINANCIAL INDUSTRIES FUND 11 GROWTH FUND REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST III TICKER SYMBOL CLASS A: JHNGX CLASS B: JHGBX - ------------------------------------------------------------------------------- GOAL AND STRATEGY [LOGO]The fund seeks long-term capital appreciation. To pursue this goal, the fund invests in stocks that are diversified with regard to industries and issuers. The fund favors stocks of companies whose operating earnings and revenues have grown more than twice as fast as the gross domestic product over the past five years, although not all stocks in the fund's portfolio will meet this criterion. PORTFOLIO SECURITIES [LOGO]The portfolio invests primarily in the common stocks of U.S. companies. It may also invest in warrants, preferred stocks and convertible debt securities. For liquidity and flexibility, the fund may invest up to 35% of net assets in investment-grade short-term securities. In abnormal market conditions, it may invest more than 35% in these securities as a defensive tactic. The fund may also invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [LOGO]As with any growth fund, the value of your investment will fluctuate in respo nse to stock market movements. To the extent that the fund invests in higher-risk securities, it takes on additional risks that could adversely affe ct its performance. Before you invest, please read "More about risk" starting on page 30. PORTFOLIO MANAGEMENT [LOGO]Anurag Pandit, CFA, is leader of the fund's portfolio management team. A second vice president of the adviser, Mr. Pandit has been a member of the management team since joining John Hancock Funds in April 1996. He assumed leadership of the team on January 1, 1997. Mr. Pandit has been in the investment business since 1984. - ------------------------------------------------------------------------------- INVESTOR EXPENSES [LOGO]Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less.
- ------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - ------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none Maximum sales charge imposed on reinvested dividends none none Maximum deferred sales charge none(1) 5.00% Redemption fee(2) none none Exchange fee none none - ------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------- Management fee 0.79% 0.79% 12b-1 fee(3) 0.30% 1.00% Other expenses 0.39% 0.39% Total fund operating expenses 1.48% 2.18% - -------------------------------------------------------------------------------
EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
- ------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - ------------------------------------------------------------------------------- Class A shares $64 $94 $127 $218 Class B shares Assuming redemption at end of period $72 $98 $137 $234 Assuming no redemption $22 $68 $117 $234 - ------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. - ---------- (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge.
12 GROWTH FUND - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [LOGO]The figures below have been audited by the fund's independent auditors, Ernst & Young LLP.
VOLATILITY, AS INDICATED BY CLASS A [GRAPH] YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 13.83 6.03 11.23 30.96 (8.34) 41.68 6.06 13.03 (7.50) 27.17 19.32(4) (scale varies from fund to fund) ten months - ----------------------------------------------------------------------------------------------------------------------------------- Class A - PERIOD ENDED: 12/86 12/87 12/88 12/89 12/90 12/91 12/92 12/93 12/94 12/95 10/96(1) - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $14.50 $14.03 $ 12.34 $ 13.33 $ 15.18 $ 12.93 $ 17.48 $ 7.32 $ 17.40 $ 15.89 $ 19.51 Net investment income (loss) 0.11 0.22 0.23 0.28 0.16 0.04 (0.06) (0.11) (0.10) (0.09)(2) (0.13)(2) Net realized and unrealized gain (loss) on investments 1.79 0.64 1.16 3.81 (1.47) 5.36 1.10 2.33 (1.21) 4.40 3.90 Total from investment operations 1.90 0.86 1.39 4.09 (1.31) 5.40 1.04 2.22 (1.31) 4.31 3.77 Less distributions: Dividends from net investment income (0.17) (0.28) (0.23) (0.29 (0.16) (0.04) -- -- -- -- -- Distributions from net realized gain on investments sold (2.20) (2.27) (0.17) (1.95) (0.78) (0.81) (1.20) (2.14) (0.20) (0.69) -- Total distributions (2.37) (2.55) (0.40) (2.24) (0.94) (0.85) (1.20) (2.14) (0.20) (0.69) -- Net asset value, end of period $14.03 $12.34 $ 13.33 $ 15.18 $ 12.93 $ 17.48 $ 17.32 $ 17.40 $ 15.89 $ 19.51 $ 23.28 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%) 13.83 6.03 11.23 30.96 (8.34) 41.68 6.06 13.03 (7.50) 27.17 19.32(4) RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted)($) 87,468 86,426 101,497 105,014 102,416 145,287 153,057 162,937 146,466 241,700 279,425 Ratio of expenses to average net assets(%) 1.03 1.00 1.06 0.96 1.46 1.44 1.60 1.56 1.65 1.48 1.48(5) Ratio of net investment income (loss) to average net assets(%) 0.77 1.41 1.76 1.73 1.12 0.27 (0.36) (0.67) (0.64) (0.46) (0.73)(5) Portfolio turnover rate (%) 62 68 47 61 102 82 71 68 52 68(6) 59 Average brokerage commission rate(7)($) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.0695 - ----------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 12/94(8) 12/95 10/96(1) - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $ 17.16 $ 15.83 $ 19.25 Net investment income (loss) (0.20)(2) (0.26)(2) (0.26)(2) Net realized and unrealized gain (loss) on investments (0.93) 4.37 3.84 Total from investment operations (1.13) 4.11 3.58 Less distributions: Distributions from net realized gain on investments sold (0.20) (0.69) -- Net asset value, end of period $ 15.83 $1 9.25 $ 22.83 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%) (6.56)(4) 26.01 18.60(4) RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted) ($) 3,807 15,913 25,474 Ratio of expenses to average net assets (%) 2.38 (8) 2.31 2.18 (8) Ratio of net investment income (loss) to average net assets (%) (1.25)(8) (1.39) (1.42)(8) Portfolio turnover rate (%) 52 68(6) 59 Average brokerage commission rate(7) ($) N/A N/A 0.0695 - ---------- (1) Effective October 31, 1996, the fiscal year end changed from December 31 to October 31. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Annualized. (6) Excludes merger activity. (7) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (8) Class B shares commenced operations on January 3, 1994.
GROWTH FUND 13 REGIONAL BANK FUND REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST II TICKER SYMBOL CLASS A: FRBAX CLASS B:FRBFX - ------------------------------------------------------------------------------- GOAL AND STRATEGY [LOGO]The fund seeks long-term capital appreciation. To pursue this goal, the fund invests in regional banks and lending institutions, including: - - commercial and industrial banks - - savings and loan associations - - bank holding companies These financial institutions provide full-service banking, have primarily domestic assets and are typically based outside of New York City and Chicago. They may or may not be members of the Federal Reserve, and their deposits may or may not be FDIC-insured. Under normal circumstances, the fund invests at least 65% of assets in these companies; it may invest up to 35% of assets in other financial services companies, including lending companies and money center banks. The fund may invest up to 5% of net assets in stocks of non-financial services companies and up to 5% in junk bonds issued by banks. Because regional banks typically pay regular dividends, moderate income is an investment goal. PORTFOLIO SECURITIES [LOGO]The fund invests primarily in the common stocks of U.S. companies. It may als o invest in warrants, preferred stocks and investment-grade convertible debt securities, as well as foreign stocks. For liquidity and flexibility, the fund may place up to 15% of net assets in cash or in investment-grade short-term securities. In abnormal market conditions, it may invest up to 80% in these securities as a defensive tactic. The fund may also invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [LOGO]As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because the fund concentrates in a single industry, its performance is largely dependent on the industry's performance, which may differ in direction and degree from that of the overall stock market. Falling interest rates or deteriorating economic conditions can adversely affect the performance of bank stocks, while rising interest rates will cause a decline in the value of any debt securities the fund holds. Before you invest, please read "More about risk" starting on page 30. PORTFOLIO MANAGEMENT James K. Schmidt, CFA, joined John Hancock in 1985 and has served as the fund's portfolio manager since its inception that year. An executive vice president of the adviser, he has been in the investment business since 1974. - ------------------------------------------------------------------------------- INVESTOR EXPENSES [LOGO]Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less.
- ------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - ------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none Maximum sales charge imposed on reinvested dividends none none Maximum deferred sales charge none(1) 5.00% Redemption fee(2) none none Exchange fee none none - ------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------- Management fee 0.76% 0.76% 12b-1 fee(3) 0.30% 1.00% Other expenses 0.32% 0.32% Total fund operating expenses 1.38% 2.08% - -------------------------------------------------------------------------------
EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
- ------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - ------------------------------------------------------------------------------- Class A shares $63 $92 $122 $207 Class B shares Assuming redemption at end of period $71 $95 $132 $223 Assuming no redemption $21 $65 $112 $223 - ---------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge.
14 REGIONAL BANK FUND - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [LOGO]The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL [GRAPH] INVESTMENT RETURN(%) 17.44 (17.36)(4) 36.89 20.46 (32.29) 75.35 37.20 36.71 5.69 30.11 27.89 (scale varies from fund to fund) - ----------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/92(1) 10/93 10/94 10/95 10/96 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $ 13.47 $ 17.47 $ 21.62 $ 21.52 $ 27.14 Net investment income (loss) 0.21 0.26(2) 0.39(2) 0.52(2) 0.63(2) Net realized and unrealized gain (loss) on investments 3.98 5.84 0.91 5.92 7.04 Total from investment operations 4.19 6.10 1.30 6.44 7.67 Less distributions: Dividends from net investment income (0.19) (0.26) (0.34) (0.48) (0.60) Distributions from net realized gain on investments sold -- (1.69) (1.06) (0.34) (0.22) Total distributions (0.19) (1.95) (1.40) (0.82) (0.82) Net asset value, end of period $ 17.47 $ 21.62 $ 21.52 $ 27.14 $ 33.99 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 31.26(4) 37.45 6.44 31.00 28.78 RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted) ($) 31,306 94,158 216,978 486,631 860,843 Ratio of expenses to average net assets (%) 1.41(5) 1.35 1.34 1.39 1.36 Ratio of net investment income to average net assets (%) 1.64(5) 1.29 1.78 2.23 2.13 Portfolio turnover rate (%) 53 35 13 14 8 Average brokerage commission rate(6) ($) N/A N/A N/A N/A 0.0694 - ----------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 3/87(7) 10/87(8) 10/88 10/89 10/90 10/91 10/92 10/93 10/94 10/95 10/96 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $12.51 $12.68 $ 10.02 $ 11.89 $ 13.00 $ 8.13 $ 13.76 $ 17.44 $ 21.56 $ 21.43 $ 27.02 Net investment income (loss) 0.20 0.05 0.16 0.20 0.30 0.29 0.18 0.15(2) 0.23(2) 0.36(2) 0.42(2) Net realized and unrealized gain (loss) on investment 1.74 (2.17) 3.12 2.02 (4.19) 5.68 4.56 5.83 0.91 5.89 7.01 Total from investment operations 1.94 (2.12) 3.28 2.22 (3.89) 5.97 4.74 5.98 1.14 6.25 7.43 Less distributions: Dividends from net investment income (0.26) (0.04) (0.15) (0.16) (0.19) (0.34 ) (0.28) (0.17) (0.21) (0.32) (0.40) Distributions from net realized gain on investments sold (1.51) (0.50) (1.26) (0.95) (0.76) -- (0.78) (1.69) (1.06) (0.34) (0.22) Distributions from capital paid-in -- -- -- -- (0.03) -- -- -- -- -- -- Total distributions (1.77) (0.54) (1.41) (1.11) (0.98) (0.34) (1.06) (1.86) (1.27) (0.66) (0.62) Net asset value, end of period $12.68 $10.02 $ 11.89 $ 13.00 $ 8.13 $ 13.76 $ 17.44 $ 21.56 $ 21.43 $ 27.02 $ 33.83 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%) 17.44 (17.36)(4) 36.89 20.46 (32.29) 75.35 37.20 36.71 5.69 30.11 27.89 RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted) ($) 54,626 38,721 50,965 81,167 38,992 52,098 56,016 171,808 522, 207 1,236,447 2,408,514 Ratio of expenses to average net assets (%) 1.48 2.47(5) 2.17 1.99 1.99 2.04 1.96 1.88 2.06 2.09 2.07 Ratio of net investment income (loss) to average net assets (%) 1.62 0.73(5) 1.50 1.67 2.51 2.65 1.21 0.76 1.07 1.53 1.42 Portfolio turnover rate (%) 89 58(5) 87 85 56 75 53 35 13 14 8 Average brokerage commission rate(6)($) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.0694 - ---------- (1) Class A shares commenced operations on January 3, 1992. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Annualized. (6) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (7) Year ended March 31, 1987. (8) For the period April 1, 1987 to October 31, 1987.
REGIONAL BANK FUND 15 SPECIAL EQUITIES FUND REGISTRANT NAME: JOHN HANCOCK SPECIAL EQUITIES FUND TICKER SYMBOL CLASS A: JHNSX CLASS B: SPQBX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [LOGO]The fund seeks long-term capital appreciation. To pursue this goal, the fund invests in small-capitalization companies and companies in situations offering unusual or non-recurring opportunities. Under normal circumstances, the fund invests at least 65% of assets in a diversified portfolio of these companies. The fund looks for companies that dominate an emerging industry or hold a growing market share in a fragmented industry, and that have demonstrated annual earnings and revenue growth of at least 25%, self-financing capabilities and strong management. The fund does not invest for income. PORTFOLIO SECURITIES [LOGO]The fund invests primarily in the common stocks of U.S. and foreign companies. It may also invest in warrants, preferred stocks and investment-grade convertible debt securities. For liquidity and flexibility, the fund may place up to 35% of assets in cash or in investment-grade short-term securities. In abnormal market conditions, it may invest more than 35% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [LOGO]As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Stocks of small-capitalization and special-situation companies carry higher risks than stocks of larger companies. This is because these companies: * may lack proven track records * may be dependent on a small number of products or services * may be undercapitalized * may have highly priced stocks that are sensitive to adverse news In addition, stocks of these companies are often traded in low volumes, which can increase market and liquidity risks. Before you invest, please read "More about risk" starting on page 30. MANAGEMENT/SUBADVISER [LOGO]Michael P. DiCarlo is responsible for the fund's day-to-day investment management. He has served as the fund's portfolio manager since January 1988, and has been in the investment business since 1984. He is currently one of three principals in DFS Advisors, LLC, which was founde d in 1996 and serves as subadviser to the fund. This fund will be closed to new investors at the end of the day its total assets reach $2.5 billion. Further investments will be limited to existing accounts. - ------------------------------------------------------------------------------- INVESTOR EXPENSES [LOGO]Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less.
- ------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - ------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none Maximum sales charge imposed on reinvested dividends none none Maximum deferred sales charge none(1) 5.00% Redemption fee(2) none none Exchange fee none none - ------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------- Management fee(3) 0.81% 0.81% 12b-1 fee(4) 0.30% 1.00% Other expenses 0.31% 0.35% Total fund operating expenses 1.42% 2.16%
EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
- ------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - ------------------------------------------------------------------------------- Class A shares $64 $93 $124 $212 Class B shares Assuming redemption at end of period $72 $98 $136 $231 Assuming no redemption $22 $68 $116 $231 - ---------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Includes a subadviser fee equal to 0.25% of the fund's net assets. (4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge.
16 SPECIAL EQUITIES FUND FINANCIAL HIGHLIGHTS [LOGO]The figures below have been audited by the fund's independent auditors, Ernst & Young LLP.
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) [GRAPH] (28.68) 13.72 31.82 (21.89) 95.37 20.25 47.83 (0.12) 37.49 12.96 ------ ------- ------- ------- ------- ------- ------- ------- ------- ------- (scale varies from fund to fund) - ----------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/87 10/88 10/89 10/90 10/91 10/92 10/93 10/94 10/95 10/96 - ----------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $6.08 $4.30 $ 4.89 $ 6.38 $ 4.97 $ 9.71 $ 10.99 $ 16.13 $ 16.11 $ 22.15 Net investment income (loss) (0.03) 0.04 0.01 (0.12) (0.10) (0.19)(1) (0.20)(1) (0.21)(1) (0.18)(1) (0.22) Net realized and unrealized gain (loss) on investments (1.26) 0.55 1.53 (1.27) 4.84 2.14 5.43 0.19 6.22 3.06 Total from investment operations (1.29) 0.59 1.54 (1.39) 4.74 1.95 5.23 (0.02) 6.04 2.84 Less distributions: Dividends from net investment income -- -- (0.05) (0.02) -- -- -- -- -- -- Distributions from net realized gain on investments sold (0.45) -- -- -- -- (0.67) (0.09) -- -- (0.46) Distributions from capital paid-in (0.04) -- -- -- -- -- -- -- -- -- Total distributions (0.49) -- (0.05) (0.02) -- (0.67) (0.09) -- -- (0.46) Net asset value, end of period $ 4.30 $ 4.89 $ 6.38 $ 4.97 $ 9.71 $ 10.99 $ 16.13 $ 16.11 $ 22.15 $ 24.53 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2)(%) (28.68) 13.72 31.82 (21.89) 95.37 20.25 47.83 (0.12) 37.49 12.96 Total adjusted investment return at net asset value(2,3) (29.41) 12.28 30.75 (22.21) 95.33 -- -- -- -- -- RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted) ($) 10,637 11,714 12,285 8,166 19,713 44,665 296,793 310,625 555,655 972,312 Ratio of expenses to average net assets (%) 1.50 1.50 1.50 2.63 2.75 2.24 1.84 1.62 1.48 1.42 Ratio of adjusted expenses to average net assets(4) (%) 2.23 2.94 2.57 2.95 2.79 -- -- -- -- -- Ratio of net investment income (loss) to average net assets (%) (0.57) 0.82 0.47 (1.58) (2.12) (1.91) (1.49) (1.40) (0.97) (0.89) Ratio of adjusted net investment income (loss) to average net assets(4) (%) (1.30) (0.62) (0.60) (1.90) (2.16) -- -- -- -- -- Portfolio turnover rate (%) 93 91 115 113 163 114 33 66 82 59 Fee reduction per share ($) 0.04 0.07 0.03 0.02 0.002 -- -- -- -- -- Average brokerage commission rate(5) ($) N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.0677 - ----------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 10/93(6) 10/94 10/95 10/96 - ----------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $ 12.30 $ 16.08 $ 15.97 $ 21.81 Net investment income (loss) (0.18)(1) (0.30)(1) (0.31)(1) (0.40)(1) Net realized and unrealized gain (loss) on investments 3.96 0.19 6.15 3.01 Total from investment operations 3.78 (0.11) 5.84 2.61 Less distributions: Distributions from net realized gain on investments sold -- -- -- (0.46) Net asset value, end of period $ 16.08 $ 15.97 $ 21.81 $ 23.96 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(2) (%) 30.73(7) (0.68) 36.57 12.09 RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted) ($) 158,281 191,979 454,934 956,374 Ratio of expenses to average net assets (%) 2.34(8) 2.25 2.20 2.16 Ratio of net investment income (loss) to average net assets (%) (2.03)(8) (2.02) (1.69) (1.65) Portfolio turnover rate (%) 33 66 82 59 Average brokerage commission rate(5) ($) N/A N/A N/A 0.0677 - ---------- (1) Based on the average of the shares outstanding at the end of each month. (2) Assumes dividend reinvestment and does not reflect the effect of sales charges. (3) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (4) Unreimbursed, without fee reduction. (5) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (6) Class B shares commenced operations on March 1, 1993. (7) Not annualized. (8) Annualized.
SPECIAL EQUITIES FUND 17 SPECIAL OPPORTUNITIES FUND REGISTRANT NAME: JOHN HANCOCK INVESTMENT TRUST III TICKER SYMBOL CLASS A: SPOAX CLASS B: SPOBX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [LOGO]The fund seeks long-term capital appreciation. To pursue this goal, the fund invests in those economic sectors that appear to have a higher than average earning potential. Under normal circumstances, at least 90% of the fund's equity securities is invested within five or fewer sectors (e.g., financial services, energy, technology). At times, the fund may focus on a single sector. The fund first determines the inclusion and weighting of sectors, using macroeconomic as well as other factors, then selects portfolio securities by seeking the most attractive companies. The fund may add or drop sectors. Because the fund may invest more than 5% of assets in a single issuer, it is classified as a non-diversified fund. PORTFOLIO SECURITIES [LOGO]The fund invests primarily in common stocks of U.S. and foreign companies of any size. It may also invest in warrants, preferred stocks, convertible debt securities, U.S. Government securities and corporate bonds rated at least BBB/Baa, or equivalent, and may invest in certain higher-risk securities. The fund also may make short sales of securities and may engage in other investment practices. For liquidity and flexibility, the fund may place up to 10% of net assets in cash or investment-grade short-term securities. In abnormal market conditions, it may invest more than 10% in these securities as a defensive tactic. RISK FACTORS [LOGO]As with any growth fund, the value of your investment will fluctuate in response to stock market movements. By focusing on a relatively small number of sectors or issuers, the fund runs the risk that any factor influencing those sectors or issuers will have a major effect on performance. The fund may invest in companies with smaller market capitalizations, which represent higher near-term risks than larger capitalization companies. These factors make the fund likely to experience higher volatility than most other types of growth funds. Before you invest, please read "More about risk" starting on page 30. PORTFOLIO MANAGEMENT [LOGO]Kevin R. Baker is leader of the portfolio management team for the fund. A vic e president of the adviser, he has been a member of the management team since joining the adviser in January 1994. He has been in the investment business since 1986. - ------------------------------------------------------------------------------- INVESTOR EXPENSES [LOGO]Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less.
- ------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - ------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none Maximum sales charge imposed on reinvested dividends none none Maximum deferred sales charge none(1) 5.00% Redemption fee(2) none none Exchange fee none none - ------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------- Management fee 0.80% 0.80% 12b-1 fee(3) 0.30% 1.00% Other expenses 0.50% 0.50% Total fund operating expenses 1.60% 2.30%
EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%.
- ------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - ------------------------------------------------------------------------------- Class A shares $65 $ 98 $133 $231 Class B shares Assuming redemption at end of period $73 $102 $143 $246 Assuming no redemption $23 $ 72 $123 $246 - ---------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge.
18 SPECIAL OPPORTUNITIES FUND FINANCIAL HIGHLIGHTS [LOGO]The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) (scale varies from fund to fund) (6.71) 17.53 36.15 - ---------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/94(1) 10/95 10/96 - ---------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $ 8.50 $ 7.93 $ 9.32 Net investment income (loss)(2) (0.03) (0.07) (0.11) Net realized and unrealized gain (loss) on investments (0.54) 1.46 3.34 Total from investment operations (0.57) 1.39 3.23 Less distributions: Distributions from net realized gain on investments sold -- -- (1.63) Net asset value, end of period $ 7.93 $ 9.32 $ 10.92 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) (6.71) 17.53 36.15 Total adjusted investment return at net asset value(3,4) (%) (6.83) -- -- RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted) ($) 92,325 101,562 156,578 Ratio of expenses to average net assets (%) 1.50 1.59 1.59 Ratio of adjusted expenses to average net assets(5) (%) 1.62 -- -- Ratio of net investment income (loss) to average net assets (%) (0.41) (0.87) (1.00) Ratio of adjusted net investment (loss) to average net assets(5) (%) (0.53) -- -- Portfolio turnover rate (%) 57 155 240 Fee reduction per share ($) 0.01(2) -- -- Average brokerage commission rate(6) ($) N/A N/A 0.0600 - ---------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 10/94(1) 10/95 10/96 - ---------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $ 8.50 $ 7.87 $ 9.19 Net investment income (loss)(2) (0.09) (0.13) (0.18) Net realized and unrealized gain (loss) on investments (0.54) 1.45 3.29 Total from investment operations (0.63) 1.32 3.11 Less distributions: Distributions from net realized gain on investments sold -- -- (1.63) Net asset value, end of period $ 7.87 $ 9.19 $ 10.67 TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) (7.41)(4) 16.77 35.34 Total adjusted investment return at net asset value(3,4) (%) (7.53) -- -- RATIOS AND SUPPLEMENTAL DATA Net assets, end of period (000s omitted) ($) 131,983 137,363 238,901 Ratio of expenses to average net assets (%) 2.22 2.30 2.29 Ratio of adjusted expenses to average net assets(5) (%) 2.34 -- -- Ratio of net investment income (loss) to average net assets (%) (1.13) (1.55) (1.70) Ratio of adjusted net investment (loss) to average net assets(5) (%) (1.25) -- -- Portfolio turnover rate (%) 57 155 240 Fee reduction per share ($) 0.01(2) -- -- Average brokerage commission rate(6) ($) N/A N/A 0.0600 - ---------- (1) Class A and B shares commenced operations on November 1, 1993. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (5) Unreimbursed, without fee reduction. (6) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
SPECIAL OPPORTUNITIES FUND 19 YOUR ACCOUNT - ------------------------------------------------------------------------------- CHOOSING A SHARE CLASS All John Hancock growth funds offer two classes of shares, Class A and Class B. Each class has its own cost structure, allowing you to choose the one that best meets your requirements. Your financial representative can help you decide. - ------------------------------------------------------------------------------- CLASS A CLASS B - ------------------------------------------------------------------------------- * Front-end sales charges, as * No front-end sales charge; all your described below. There are money goes to work for you right several ways to reduce these away. charges, also described below. * Higher annual expenses than Class A * Lower annual expenses than shares. Class B shares. * A deferred sales charge on shares you sell within six years of purchase, as described below. * Automatic conversion to Class A shares after eight years, thus reducing future annual expenses. For actual past expenses of Class A and B shares, see the fund-by-fund information earlier in this prospectus. Special Equities Fund offers Class C shares, which have their own expense structure and are available to financial institutions only. Call Signature Services for more information (see the back cover of this prospectus). - ------------------------------------------------------------------------------- HOW SALES CHARGES ARE CALCULATED CLASS A Sales charges are as follows: - ------------------------------------------------------------------------------- Class A sales charges - -------------------------------------------------------------------------------
AS A % OF AS A % OF YOUR YOUR INVESTMENT OFFERING PRICE INVESTMENT Up to $49,999 5.00% 5.26% $50,000 - $99,999 4.50% 4.71% $100,000 - $249,999 3.50% 3.63% $250,000 - $499,999 2.50% 2.56% $500,000 - $999,999 2.00% 2.04% $1,000,000 and over See below
INVESTMENTS OF $1 MILLION OR MORE Class A shares are available with no front-end sales charge. However, there is a contingent deferred sales charge (CDSC) on any shares sold within one year of purchase, as follows: - ------------------------------------------------------------------------------- CDSC ON $1 MILLION+ INVESTMENTS - ------------------------------------------------------------------------------- YOUR INVESTMENT CDSC ON SHARES BEING SOLD First $1M - $4,999,999 1.00% Next $1 - $5M above that 0.50% Next $1 or more above that 0.25%
For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the LAST day of that month. The CDSC is based on the lesser of the original purchase cost or the current market value of the shares being sold, and is not charged on shares you acquired by reinvesting your dividends. To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that are not subject to a CDSC. CLASS B Shares are offered at their net asset value per share, without any initial sales charge. However, there is a contingent deferred sales charge (CDSC) on shares you sell within six years of buying them. There is no CDSC on shares acquired through reinvestment of dividends. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. The longer the time between the purchase and the sale of shares, the lower the rate of the CDSC: - ------------------------------------------------------------------------------- CLASS B DEFERRED CHARGES - -------------------------------------------------------------------------------
YEARS AFTER PURCHASE CDSC ON SHARES BEING SOLD 1st year 5.00% 2nd year 4.00% 3rd or 4th year 3.00% 5th year 2.00% 6th year 1.00% After 6 years None
For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the First day of that month. CDSC calculations are based on the number of shares involved, not on the value of your account. To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that carry no CDSC. If there are not enough of these to meet your request, we will sell those shares that have the lowest CDSC. 20 YOUR ACCOUNT - ------------------------------------------------------------------------------- SALES CHARGE REDUCTIONS AND WAIVERS REDUCING YOUR CLASS A SALES CHARGES There are several ways you can combine multiple purchases of Class A shares of John Hancock funds to take advantage of the breakpoints in the sales charge schedule. The first three ways can be combined in any manner. * Accumulation Privilege - lets you add the value of any Class A shares you already own to the amount of your next Class A investment for purposes of calculating the sales charge. * Letter of Intention - lets you purchase Class A shares of a fund over a 13-month period and receive the same sales charge as if all shares had been purchased at once. * Combination Privilege - lets you combine Class A shares of multiple funds for purposes of calculating the sales charge. To utilize: complete the appropriate section of your application, or contact your financial representative or Signature Services to add these options to an existing account. GROUP INVESTMENT PROGRAM Allows established groups of four or more investors to invest as a group. Each investor has an individual account, but for sales charge purposes, the group's investments are lumped together making the investors potentially eligible for reduced sales charges. There is no charge, no obligation to invest (although initial aggregate investments must be at least $250) and you may terminate the program at any time. To utilize: contact your financial representative or Signature Services to find out how to qualify. CDSC WAIVERS As long as Signature Services is notified at the time you sell, the CDSC for either share class will generally be waived in the following cases: * to make payments through certain systematic withdrawal plans * to make certain distributions from a retirement plan * because of shareholder death or disability To utilize: if you think you may be eligible for a CDSC waiver, contact your financial representative or Signature Services, or consult the SAI (see the back cover of this prospectus). REINSTATEMENT PRIVILEGE If you sell shares of a John Hancock fund, you may reinvest some or all of the proceeds in the same share class of any John Hancock fund within 120 days without a sales charge, as long as Signature Services is notified before you reinvest. If you paid a CDSC when you sold your shares, you will be credited with the amount of the CDSC. All accounts involved must have the same registration. To utilize: contact your financial representative or Signature Services. WAIVERS FOR CERTAIN INVESTORS Class A shares may be offered without front-end sales charges or CDSCs to various individuals and institutions, including: * government entities that are prohibited from paying mutual fund sales charges * financial institutions or common trust funds investing $1 million or more for non-discretionary accounts * selling brokers and their employees and sales representatives * financial representatives utilizing fund shares in fee-based investment products under agreement with John Hancock Funds * fund trustees and other individuals who are affiliated with these or other John Hancock funds * individuals transferring assets to a John Hancock fund from an employee benefit plan that has John Hancock funds * members of an approved affinity group financial services program * certain insurance company contract holders (one-year CDSC usually applies) * participants in certain retirement plans with at least 100 members (one-year CDSC applies) To utilize: if you think you may be eligible for a sales charge waiver, contact your financial representative or Signature Services, or consult the SAI. - ------------------------------------------------------------------------------- OPENING AN ACCOUNT 1 Read this prospectus carefully. 2 Determine how much you want to invest. The minimum initial investments for the John Hancock funds are as follows: * non-retirement account: $1,000 * retirement account: $250 * group investments: $250 * Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must invest at least $25 a month 3 Complete the appropriate parts of the account application, carefully following the instructions. If you have questions, please contact your financial representative or call Signature Services at 1-800-225-5291. 4 Complete the appropriate parts of the account privileges section of the application. By applying for privileges now, you can avoid the delay and inconvenience of having to file an additional application if you want to add privileges later. 5 Make your initial investment using the table on the next page. You can initiate any purchase, exchange or sale of shares through your financial representative. YOUR ACCOUNT 21 - ------------------------------------------------------------------------------- BUYING SHARES - ------------------------------------------------------------------------------- OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ------------------------------------------------------------------------------- BY CHECK - ------------------------------------------------------------------------------- [LOGO] * Make out a check for the * Make out a check for the investment amount, payable investment amount payable to to "John Hancock Signature "John Hancock Signature Services, Inc." Services, Inc." * Deliver the check and your * Fill out the detachable completed application to investment slip from an your financial representative, account statement. If no or mail them to Signature slip is available, include a Services (address on next page). note specifying the fund name, your share class, your account number and the name(s) in which the account is registered. * Deliver the check and your investment slip or note to your financial representative, or mail them to Signature Services (address on next page). - ------------------------------------------------------------------------------- BY EXCHANGE - ------------------------------------------------------------------------------- [LOGO] * Call your financial * Call Signature Services to representative or Signature request an exchange. Services to request an exchange. - ------------------------------------------------------------------------------- BY WIRE - ------------------------------------------------------------------------------- [LOGO] * Deliver your completed * Instruct your bank to wire application to your financial the amount of your investmen representative, or mail it to to: Signature Services. First Signature Bank & Trust Account # 900000260 * Obtain your account number by Routing # 211475000 calling your financial Specify the fund name, your representative or Signature share class, your account Services. number and the name(s) in which the account is * Instruct your bank to wire registered. Your bank may the amount of your charge a fee to wire funds. investment to: First Signature Bank & Trust Account # 900000260 Routing # 211475000 Specify the fund name, your choice of share class, the new account number and the name(s) in which the account is registered. Your bank may charge a fee to wire funds. - ------------------------------------------------------------------------------- BY PHONE - ------------------------------------------------------------------------------- [LOGO] See "By wire" and "By exchange." * Verify that your bank or credit union is a member of the Automated Clearing House (ACH) system. * Complete the "Invest-By- Phone" and "Bank Information" sections on your account application. * Call Signature Services to verify that these features are in place on your account. * Tell the Signature Services representative the fund name your share class, your account number, the name(s) in which the account is registered and the amount of your investment. To open or add to an account using the Monthly Automatic Accumulation Program, see "Additional investor services." 22 YOUR ACCOUNT - ------------------------------------------------------------------------------- SELLING SHARES - ------------------------------------------------------------------------------- DESIGNED FOR TO SELL SOME OR ALL OF YOUR SHARES - ------------------------------------------------------------------------------- BY LETTER - ------------------------------------------------------------------------------- [LOGO] * Accounts of any type. * Write a letter of instruction or complete a stock power indicating the fund name, * Sales of any amount. your share class, your account number, the name(s) in which the account is registered and the dollar value or number of shares you wish to sell. * Include all signatures and any additional documents that may be required (see next page). * Mail the materials to Signature Services. * A check will be mailed to the name(s) and address in which the account is registered, or otherwise according to your letter of instruction. - ------------------------------------------------------------------------------- BY PHONE - ------------------------------------------------------------------------------- [LOGO] * Most accounts. * For automated service 24 hours a day using your touch-tone phone, call the * Sales of up to $100,000. EASI-Line at 1-800-338-8080. * To place your order with a representative at John Hancock Funds, call Signature Services between 8 a.m and 4 p.m. Eastern Time on most business days. - ------------------------------------------------------------------------------- BY WIRE OR ELECTRONIC FUNDS TRANSFER (EFT) - ------------------------------------------------------------------------------- [LOGO] * Requests by letter to sell * Fill out the "Telephone Redemption" any amount (accounts of section of your new account application. any type). * To verify that the telephone redemption * Requests by phone to sell privilege is in place on an account, or up to $100,000 (accounts to request the forms to add it to an with telephone redemption existing account, call Signature privileges). Services. * Amounts of $1,000 or more will be wired on the next business day. A $4 fee will be deducted from your account. * Amounts of less than $1,000 may be sent by EFT or by check. Funds from EFT transactions are generally available by the second business day. Your bank may charge a fee for this service. - ------------------------------------------------------------------------------- BY EXCHANGE - ------------------------------------------------------------------------------- [LOGO] * Accounts of any type. * Obtain a current prospectus for the fund into which you are exchanging by * Sales of any amount. calling your financial representative or Signature Services. * Call Signature Services to request an exchange. - ------------------------------------- ADDRESS John Hancock Signature Services, Inc. 1 John Hancock Way STE 1000 Boston, MA 02217-1000 PHONE 1-800-225-5291 Or contact your financial representative for instructions and assistance. - ------------------------------------- To sell shares through a systematic withdrawal plan, see "Additional investor services." YOUR ACCOUNT 23 SELLING SHARES IN WRITING In certain circumstances, you will need to make your request to sell shares in writing. You may need to include additional items with your request, as shown in the table below. You may also need to include a signature guarantee, which protects you against fraudulent orders. You will need a signature guarantee if: * your address of record has changed within the past 30 days * you are selling more than $100,000 worth of shares * you are requesting payment other than by a check mailed to the address of record and payable to the registered owner(s) You can generally obtain a signature guarantee from the following sources: * a broker or securities dealer * a federal savings, cooperative or other type of bank * a savings and loan or other thrift institution * a credit union * a securities exchange or clearing agency A notary public CANNOT provide a signature guarantee. - -------------------------------------------------------------------------------- SELLER REQUIREMENTS FOR WRITTEN REQUESTS - -------------------------------------------------------------------------------- Owners of individual, joint, sole * Letter of instruction. proprietorship, UGMA/UTMA (custodial * On the letter, the signatures accounts for minors) or general and titles of all persons partner accounts. authorized to sign for the account, exactly as the account is registered. * Signature guarantee if applicable (see above). Owners of corporate or association * Letter of instruction. accounts. * Corporate resolution, certified within the past 90 days. * On the letter and the resolution, the signature of the person(s) authorized to sign for the account. * Signature guarantee if applicable (see above). Owners or trustees of trust accounts. * Letter of instruction. * On the letter, the signature(s) of the trustee(s). * If the names of all trustees are not registered on the account, please also provide a copy of the trust document certified within the past 60 days. * Signature guarantee if applicable (see above). Joint tenancy shareholders whose * Letter of instruction signed by co-tenants are deceased. surviving tenant. * Copy of death certificate. * Signature guarantee if applicable (see above). Executors of shareholder estates. * Letter of instruction signed by executor. * Copy of order appointing executor. * Signature guarantee if applicable (see above). Administrators, conservators, * Call 1-800-225-5291 for guardians and other sellers or instructions. account types not listed above. 24 YOUR ACCOUNT - -------------------------------------------------------------------------------- TRANSACTION POLICIES VALUATION OF SHARES The net asset value per share (NAV) for each fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4 p.m. Eastern Time) by dividing a class's net assets by the number of its shares outstanding. BUY AND SELL PRICES When you buy shares, you pay the NAV plus any applicable sales charges, as described earlier. When you sell shares, you receive the NAV minus any applicable deferred sales charges. EXECUTION OF REQUESTS Each fund is open on those days when the New York Stock Exchange is open, typically Monday through Friday. Buy and sell requests are executed at the next NAV to be calculated after your request is accepted by Signature Services. At times of peak activity, it may be difficult to place requests by phone. During these times, consider using EASI-Line or sending your request in writing. In unusual circumstances, any fund may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to three business days or longer, as allowed by federal securities laws. TELEPHONE TRANSACTIONS For your protection, telephone requests may be recorded in order to verify their accuracy. In addition, Signature Services will take measures to verify the identity of the caller, such as asking for name, account number, Social Security or other taxpayer ID number and other relevant information. If appropriate measures are taken, Signature Services is not responsible for any losses that may occur to any account due to an unauthorized telephone call. Also for your protection, telephone transactions are not permitted on accounts whose names or addresses have changed within the past 30 days. Proceeds from telephone transactions can only be mailed to the address of record. EXCHANGES You may exchange shares of one John Hancock fund for shares of the same class of any other, generally without paying any additional sales charges. The registration for both accounts involved must be identical. Class B shares will continue to age from the original date and will retain the same CDSC rate as they had before the exchange, except that the rate will change to the new fund's rate if that rate is higher. A CDSC rate that has increased will drop again with a future exchange into a fund with a lower rate. To protect the interests of other investors in the fund, a fund may cancel the exchange privileges of any parties that, in the opinion of the fund, are using market timing strategies or making more than seven exchanges per owner or controlling party per calendar year. A fund may also refuse any exchange order. A fund may change or cancel its exchange policies at any time, upon 60 days' notice to its shareholders. CERTIFICATED SHARES Most shares are electronically recorded. If you wish to have certificates for your shares, please write to Signature Services. Certificated shares can only be sold by returning the certificates to Signature Services, along with a letter of instruction or a stock power and a signature guarantee. SALES IN ADVANCE OF PURCHASE PAYMENTS When you place a request to sell shares for which the purchase money has not yet been collected, the request will be executed in a timely fashion, but the fund will not release the proceeds to you until your purchase payment clears. This may take up to ten business days after the purchase. ELIGIBILITY BY STATE You may only invest in, or exchange into, fund shares legally available in your state. - -------------------------------------------------------------------------------- DIVIDENDS AND ACCOUNT POLICIES ACCOUNT STATEMENTS In general, you will receive account statements as follows: * after every transaction (except a dividend reinvestment) that affects your account balance * after any changes of name or address of the registered owner(s) * in all other circumstances, every quarter Every year you should also receive, if applicable, a Form 1099 tax information statement, mailed by January 31. DIVIDENDS The funds generally distribute most or all of their net earnings in the form of dividends.Any capital gains are distributed annually. Most of the funds do not typically pay income dividends, with the exception of Disciplined Growth Fund and Regional Bank Fund, which typically pay income dividends semi-annually and quarterly, respectively. YOUR ACCOUNT 25 DIVIDEND REINVESTMENTS Most investors have their dividends reinvested in additional shares of the same fund and class. If you choose this option, or if you do not indicate any choice, your dividends will be reinvested on the dividend record date. Alternatively, you can choose to have a check for your dividends mailed to you. However, if the check is not deliverable, your dividends will be reinvested. TAXABILITY OF DIVIDENDS As long as a fund meets the requirements for being a tax-qualified regulated investment company, which each fund has in the past and intends to in the future, it pays no federal income tax on the earnings it distributes to shareholders. Consequently, dividends you receive from a fund, whether reinvested or taken as cash, are generally considered taxable. Dividends from a fund's long-term capital gains are taxable as capital gains; dividends from other sources are generally taxable as ordinary income. Some dividends paid in January may be taxable as if they had been paid the previous December. Corporations may be entitled to take a dividends-received deduction for a portion of certain dividends they receive. The Form 1099 that is mailed to you every January details your dividends and their federal tax category, although you should verify your tax liability with your tax professional. TAXABILITY OF TRANSACTIONS Any time you sell or exchange shares, it is considered a taxable event for you. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transactions. SMALL ACCOUNTS (NON-RETIREMENT ONLY) If you draw down a non-retirement account so that its total value is less than $1,000, you may be asked to purchase more shares within 30 days. If you do not take action, your fund may close out your account and mail you the proceeds. Alternatively, Signature Services may charge you $10 a year to maintain your account. You will not be charged a CDSC if your account is closed for this reason, and your account will not be closed if its drop in value is due to fund performance or the effects of sales charges. - -------------------------------------------------------------------------------- ADDITIONAL INVESTOR SERVICES MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP) MAAP lets you set up regular investments from your paycheck or bank account to the John Hancock fund(s) of your choice. You determine the frequency and amount of your investments, and you can terminate your program at any time. To establish: * Complete the appropriate parts of your account application. * If you are using MAAP to open an account, make out a check ($25 minimum) for your first investment amount payable to "John Hancock Signature Services, Inc." Deliver your check and application to your financial representative or Signature Services. SYSTEMATIC WITHDRAWAL PLAN This plan may be used for routine bill payments or periodic withdrawals from your account. To establish: * Make sure you have at least $5,000 worth of shares in your account. * Make sure you are not planning to invest more money in this account (buying shares during a period when you are also selling shares of the same fund is not advantageous to you, because of sales charges). * Specify the payee(s). The payee may be yourself or any other party, and there is no limit to the number of payees you may have, as long as they are all on the same payment schedule. * Determine the schedule: monthly, quarterly, semi-annually, annually or in certain selected months. * Fill out the relevant part of the account application. To add a systematic withdrawal plan to an existing account, contact your financial representative or Signature Services. RETIREMENT PLANS John Hancock Funds offers a range of qualified retirement plans, including IRAs, SEPs, 401(k) plans, 403(b) plans (including TSAs) and other pension and profit-sharing plans. Using these plans, you can invest in any John Hancock fund (except tax-free income funds) with a low minimum investment of $250 or, for some group plans, no minimum investment at all. To find out more, call Signature Services at 1-800-225-5291. 26 YOUR ACCOUNT FUND DETAILS - -------------------------------------------------------------------------------- BUSINESS STRUCTURE HOW THE FUNDS ARE ORGANIZED Each John Hancock growth fund is an open-end management investment company or a series of such a company. Each fund is supervised by a board of trustees, an independent body that has ultimate responsibility for the fund's activities. The board retains various companies to carry out the fund's operations, including the investment adviser, custodian, transfer agent and others (see diagram). The board has the right, and the obligation, to terminate the fund's relationship with any of these companies and to retain a different company if the board believes it is in the shareholders' best interests. At a mutual fund's inception, the initial shareholder (typically the adviser) appoints the fund's board. Thereafter, the board and the shareholders determine the board's membership. The boards of the John Hancock growth funds may include individuals who are affiliated with the investment adviser. However, the majority of board members must be independent. The funds do not hold annual shareholder meetings, but may hold special meetings for such purposes as electing or removing board members, changing fundamental policies, approving a management contract or approving a 12b-1 plan (12b-1 fees are explained in "Sales compensation"). ------------ SHAREHOLDERS ------------ -------------------------------------------- FINANCIAL SERVICES FIRMS AND THEIR REPRESENTATIVES DISTRIBUTION AND SHAREHOLDER SERVICES Advise current and prospective share- holders on their fund investments, often in the context of an overall financial plan. -------------------------------------------- ------------------------------------------- ------------------------------------------------- POLITICAL DISTRIBUTOR TRANSFER AGENT John Hancock Funds, Inc. John Hancock Signature Services, Inc. 101 Huntington Avenue 1 John Hancock Way STE 1000 Boston, MA 02199-7603 Boston, MA 02217-1000 Markets the funds and distributes shares Handles shareholder services, including record- through selling brokers, financial planners keeping and statements, distribution of dividends, and other financial representatives. and processing of buy and sell requests. ------------------------------------------- ------------------------------------------------- ------------------------------------- - ---------------------------------- ------------------------------- CUSTODIAN SUBADVISER INVESTMENT ADVISER Investors Bank & Trust Co. DFS Advisors LLC John Hancock Advisers, Inc. 89 South Street ASSET 75 State Street 101 Huntington Avenue Boston, MA 02111 MANAGEMENT Boston, MA 02109 Boston, MA 02199-7603 Holds the funds' assets, settles all Provides portfolio management Manages the funds' business and portfolio trades and collects most of services to Special Equities Fund. investment activities. the valuation data required for - ---------------------------------- ------------------------------- calculating each fund's NAV. ------------------------------------- -------------------------------- TRUSTEES Supervise the funds' activities. --------------------------------
FUND DETAILS 27 ACCOUNTING COMPENSATION The funds compensate the adviser for performing tax and financial management services. Annual compensation is not expected to exceed 0.02% of each fund's average net assets. PORTFOLIO TRADES In placing portfolio trades, the adviser may use brokerage firms that market the fund's shares or are affiliated with John Hancock Mutual Life Insurance Company, but only when the adviser believes no other firm offers a better combination of quality execution (i.e., timeliness and completeness) and favorable price. INVESTMENT GOALS Except for Discovery Fund, Emerging Growth Fund, Financial Industries Fund and Special Opportunities Fund, each fund's investment goal is fundamental and may only be changed with shareholder approval. DIVERSIFICATION Except for Special Opportunities Fund, all of the growth funds are diversified. - -------------------------------------------------------------------------------- SALES COMPENSATION As part of their business strategies, the funds, along with John Hancock Funds, pay compensation to financial services firms that sell the funds' shares. These firms typically pass along a portion of this compensation to your financial representative. Compensation payments originate from two sources: from sales charges and from 12b-1 fees that are paid out of the funds' assets ("12b-1" refers to the federal securities regulation authorizing annual fees of this type). The 12b-1 fee rates vary by fund and by share class, according to Rule 12b-1 plans adopted by the funds. The sales charges and 12b-1 fees paid by investors are detailed in the fund-by-fund information. The portions of these expenses that are reallowed to financial services firms are shown on the next page. Distribution fees may be used to pay for sales compensation to financial services firms, marketing and overhead expenses and, for Class B shares, interest expenses. - -------------------------------------------------------------------------------- CLASS B UNREIMBURSED DISTRIBUTION EXPENSES(1) - --------------------------------------------------------------------------------
UNREIMBURSED AS A % OF FUND EXPENSES NET ASSETS Disciplined Growth $ 3,798,216 4.19% Discovery $ 886,207 1.01% Emerging Growth $11,288,492 2.59% Financial Industries N/A N/A Growth $ 208,458 0.79% Regional Bank $59,994,035 3.42% Special Equities $19,220,716 2.54% Special Opportunities $ 7,346,826 4.20% (1) As of the most recent fiscal year end covered by each fund's financial highlights. These expenses may be carried forward indefinitely.
INITIAL COMPENSATION Whenever you make an investment in a fund or funds, the financial services firm receives either a reallowance from the initial sales charge or a commission, as described below. The firm also receives the first year's service fee at this time. ANNUAL COMPENSATION Beginning with the second year after an investment is made, the financial services firm receives an annual service fee of 0.25% of its total eligible net assets. This fee is paid quarterly in arrears. Financial services firms selling large amounts of fund shares may receive extra compensation. This compensation, which John Hancock Funds pays out of its own resources, may include asset retention fees as well as reimbursement for marketing expenses. 28 FUND DETAILS - ---------------------------------------------------------------------------------------------------------------------------------- CLASS A INVESTMENTS - ----------------------------------------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE REALLOWANCE FIRST YEAR MAXIMUM PAID BY INVESTORS OR COMMISSION SERVICE FEE TOTAL COMPENSATION(1) (% of offering price) (% of offering price) (% of net investment) (% of offering price) Up to $49,999 5.00% 4.01% 0.25% 4.25% $50,000 - $99,999 4.50% 3.51% 0.25% 3.75% $100,000 - $249,999 3.50% 2.61% 0.25% 2.85% $250,000 - $499,999 2.50% 1.86% 0.25% 2.10% $500,000 - $999,999 2.00% 1.36% 0.25% 1.60% REGULAR INVESTMENTS OF $1 MILLION OR MORE First $1M - $4,999,999 -- 0.75% 0.25% 1.00% Next $1 - $5M above that -- 0.25% 0.25% 0.50% Next $1 or more above that -- 0.00% 0.25% 0.25% Waiver investments(2) -- 0.00% 0.25% 0.25% - ---------------------------------------------------------------------------------------------------------------------------------- CLASS B INVESTMENTS - ---------------------------------------------------------------------------------------------------------------------------------- MAXIMUM REALLOWANCE FIRST YEAR MAXIMUM OR COMMISSION SERVICE FEE TOTAL COMPENSATION (% of offering price) (% of net investment) (% of offering price) All amounts 3.75% 0.25% 4.00% (1) Reallowance/commission percentages and service fee percentages are calculated from different amounts, and therefore may not equal total compensation percentages if combined using simple addition. (2) Refers to any investments made by municipalities, financial institutions, trusts and affinity group members that take advantage of the sales charge waivers described earlier in this prospectus. CDSC revenues collected by John Hancock Funds may be used to pay commissions when there is no initial sales charge.
FUND DETAILS 29 - -------------------------------------------------------------------------------- MORE ABOUT RISK A fund's risk profile is largely defined by the fund's primary securities and investment practices. You may find the most concise description of each fund's risk profile in the fund-by-fund information. The funds are permitted to utilize - within limits established by the trustees - certain other securities and investment practices that have higher risks and opportunities associated with them. To the extent that a fund utilizes these securities or practices, its overall performance may be affected, either positively or negatively. On the following page are brief descriptions of these securities and practices, along with the risks associated with them. The funds follow certain policies that may reduce these risks. As with any mutual fund, there is no guarantee that the performance of a John Hancock growth fund will be positive over any period of time - days, months or years. However, stock funds as a category have historically performed better over the long term than bond or money market funds. - -------------------------------------------------------------------------------- TYPES OF INVESTMENT RISK CORRELATION RISK The risk that changes in the value of a hedging instrument will not match those of the asset being hedged (hedging is the use of one investment to offset the effects of another investment). Incomplete correlation can result in unanticipated risks. CREDIT RISK The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. CURRENCY RISK The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign currency denominated investments and may widen any losses. INFORMATION RISK The risk that key information about a security or market is inaccurate or unavailable. INTEREST RATE RISK The risk of market losses attributable to changes in interest rates. With fixed-rate securities, a rise in interest rates typically causes a fall in values, while a fall in rates typically causes a rise in values. LEVERAGE RISK Associated with securities or practices (such as borrowing) that multiply small index or market movements into large changes in value. * HEDGED When a derivative (a security whose value is based on another security or index) is used as a hedge against an opposite position that the fund also holds, any loss generated by the derivative should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. * SPECULATIVE To the extent that a derivative is not used as a hedge, the fund is directly exposed to the risks of that derivative. Gains or losses from speculative positions in a derivative may be substantially greater than the derivative's original cost. LIQUIDITY RISK The risk that certain securities may be difficult or impossible to sell at the time and the price that the seller would like. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on fund management or performance. MANAGEMENT RISK The risk that a strategy used by a fund's management may fail to produce the intended result. Common to all mutual funds. Market risk The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. MARKET RISK may affect a single issuer, industry, sector of the economy or the market as a whole. Common to all stocks and bonds and the mutual funds that invest in them. NATURAL EVENT RISK The risk of losses attributable to natural disasters, crop failures and similar events. OPPORTUNITY RISK The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments. POLITICAL RISK The risk of losses attributable to government or political act ions, from changes in tax or trade statutes to governmental collapse and war. VALUATION RISK The risk that a fund has valued certain of its securities at a higher price than it can sell them for. 30 FUND DETAILS - ------------------------------------------------------------------------------------------------------------------------------------ HIGHER-RISK SECURITIES AND PRACTICES - ------------------------------------------------------------------------------------------------------------------------------------
This table shows each fund's investment limitations as a percentage of portfolio assets. In each case the principal types of risk are listed (see previous page for definitions). Numbers in this table show allowable usage only; for actual usage, consult the fund's annual/semi-annual reports. 10 Percent of total assets (italic type) 10 Percent of net assets (roman type) [X] No policy limitation on usage; fund may be using currently [ ] Permitted, but has not typically been used DISCIPLINED EMERGING FINANCIAL REGIONAL SPECIAL SPECIAL - -- Not permitted GROWTH DISCOVERY GROWTH INDUSTRIES GROWTH BANK EQUITIES OPPORTUNITIES - ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT PRACTICES BORROWING; REVERSE REPURCHASE AGREEMENTS The borrowing of money from banks or through reverse repurchase agreements. Leverage, credit risks. 5 5 33.3 5 33.3 5 33.3 33.3 REPURCHASE AGREEMENTS The purchase of a security that must later be sold back to the seller at the same price plus interest. Credit risk. [X] [X] [X] [X] [X] [X] [X] [X] SECURITIES LENDING The lending of securities to financial institutions, which provide cash or government securities as collateral. Credit risk. 5 33.3 30 33.3 33.3 -- 33.3 33.3 SHORT SALES The selling of securities which have been borrowed on the expectation that the market price will drop. * Hedged. Hedged leverage, market, correlation, liquidity, opportunity risks. -- [ ] [ ] [ ] [ ] -- [ ] [X] * Speculative. Speculative leverage, market, liquidity risks. -- [ ] -- [ ] [ ] -- [ ] 5 SHORT-TERM TRADING Selling a security soon after purchase. A portfolio engaging in short-term trading will have higher turnover and transaction expenses. Market risk. [X] [X] [X] [X] [X] [X] [X] [X] WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS The purchase or sale of securities for delivery at a future date; market value may change before delivery. Market, opportunity, leverage risks. [X] [X] [X] [X] [X] [X] [X] [X] - ------------------------------------------------------------------------------------------------------------------------------------ CONVENTIONAL SECURITIES NON-INVESTMENT-GRADE SECURITIES Securities rated below BBB/Baa are considered junk bonds. Credit, market, interest rate, liquidity, valuation, information risks. -- -- 10 5 5 5 -- -- FOREIGN EQUITIES * Stocks issued by foreign companies. Market, currency, information, natural event, political risks. -- 25 [X] [X] 15 [ ] [X] [X] * American or European depository receipts, which are dollar-denominated securities typically issued by American or European banks and are based on ownership of securities issued by foreign companies. Market, currency, information, natural event, political risks. 10 25 [X] [X] 15 [ ] [X] [X] RESTRICTED AND ILLIQUID SECURITIES Securities not traded on the open market. May include illiquid Rule 144A securities. Liquidity, valuation, market risks. 15 15 10 15 15 15 15 15 - ------------------------------------------------------------------------------------------------------------------------------------ LEVERAGED DERIVATIVE SECURITIES FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX OPTIONS Contracts involving the right or obligation to deliver or receive assets or money depending on the performance of one or more assets or an economic index. * Futures and related options. Interest rate, currency, market, hedged or speculative leverage, correlation, liquidity, opportunity risks. [ ] [X] [X] [ ] [ ] -- [ ] [X] * Options on securities and indices. Interest rate, currency, market, hedged or speculative leverage, correlation, liquidity, credit, opportunity risks. [ ] [ ] [X] [ ] [ ] [ ] [ ] [X] CURRENCY CONTRACTS Contracts involving the right or obligation to buy or sell a given amount of foreign currency at a specified price and future date. * Hedged. Currency, hedged leverage, relation, liquidity, opportunity risks. -- 25 [X] [ ] [X] -- [ ] [X] * Speculative. Currency, speculative leverage, liquidity risks. -- -- -- [ ] -- -- [ ] --
FUND DETAILS 31 FOR MORE INFORMATION - -------------------------------------------------------------------------------- Two documents are available that To request a free copy of the current offer further information annual/semi-annual report or SAI, on John Hancock growth funds: please write or call: ANNUAL/SEMI-ANNUAL REPORT TO John Hancock Signature Services, Inc. SHAREHOLDERS 1 John Hancock Way STE 1000 Includes financial statements, Boston, MA 02217-1000 detailed performance information, Telephone: 1-800-225-5291 portfolio holdings, a statement EASI-Line: 1-800-338-8080 from portfolio management and TDD: 1-800-544-6713 the auditor's report. Internet: www.jhancock.com/funds STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI contains more detailed information on all aspects of the funds. The current annual/ semi-annual report is included in the SAI. A current SAI has been filed with the Securities and Exchange Commission and is incorporated by reference (is legally a part of this prospectus). [LOGO] JOHN HANCOCK FUNDS A GLOBAL INVESTMENT MANAGEMENT FIRM 101 Huntington Avenue Boston, Massachusetts 02199-7603 (C)1996 John Hancock Funds, Inc. GROPN 3/97 JOHN HANCOCK (R) FINANCIAL SERVICES JOHN HANCOCK INTERNATIONAL/ GLOBAL FUNDS [graphic omitted] PROSPECTUS MARCH 1, 1997 This prospectus gives vital information about these funds. For your own benefit and protection, please read it before you invest, and keep it on hand for future reference. Please note that these funds: o are not bank deposits o are not federally insured o are not endorsed by any bank or government agency o are not guaranteed to achieve their goal(s) Short-Term Strategic Income Fund may invest up to 67% in junk bonds; read risk information carefully. Like all mutual fund shares, these securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. GROWTH GLOBAL FUND GLOBAL MARKETPLACE FUND GLOBAL RX FUND GLOBAL TECHNOLOGY FUND INTERNATIONAL FUND PACIFIC BASIN EQUITIES FUND INCOME SHORT-TERM STRATEGIC INCOME FUND WORLD BOND FUND [GRAPHIC OMITTED] JOHN HANCOCK FUNDS A Global Investment Management Firm 101 Huntington Avenue, Boston, Massachusetts 02199-7603 CONTENTS - ------------------------------------------------------------------------------- A fund-by-fund look at goals, strategies, risks, expenses and financial history. [GRAPHIC OMITTED] GROWTH GLOBAL FUND 4 GLOBAL MARKETPLACE FUND 6 GLOBAL RX FUND 8 GLOBAL TECHNOLOGY FUND 10 INTERNATIONAL FUND 12 PACIFIC BASIN EQUITIES FUND 14 [GRAPHIC OMITTED] INCOME SHORT-TERM STRATEGIC INCOME FUND 16 WORLD BOND FUND 18 Policies and instructions for opening, maintaining and closing an account in any international/global fund. YOUR ACCOUNT CHOOSING A SHARE CLASS 20 HOW SALES CHARGES ARE CALCULATED 20 SALES CHARGE REDUCTIONS AND WAIVERS 21 OPENING AN ACCOUNT 22 BUYING SHARES 23 SELLING SHARES 24 TRANSACTION POLICIES 26 DIVIDENDS AND ACCOUNT POLICIES 26 ADDITIONAL INVESTOR SERVICES 27 Details that apply to the international/global funds as a group. FUND DETAILS BUSINESS STRUCTURE 28 SALES COMPENSATION 29 MORE ABOUT RISK 31 FOR MORE INFORMATION BACK COVER OVERVIEW - ------------------------------------------------------------------------------- GOAL OF THE INTERNATIONAL/GLOBAL FUNDS John Hancock international/global funds invest in foreign and U.S. securities. Most of the funds invest primarily in stocks and seek long-term growth of capital. Two funds invest primarily in bonds and seek current income or maximum total return. Each fund has its own strategy and own risk/reward profile. Because you could lose money by investing in these funds, be sure to read all risk disclosure carefully before investing. WHO MAY WANT TO INVEST These funds may be appropriate for investors who: o are seeking to diversify a portfolio of domestic investments o are seeking access to markets that can be less accessible to individual investors o are seeking funds for the growth or income portion of an asset allocation portfolio o are investing for goals that are many years in the future International/global funds may NOT be appropriate if you: o are investing with a shorter time horizon in mind o are uncomfortable with an investment whose value may vary substantially o want to limit your exposure to foreign securities THE MANAGEMENT FIRM All John Hancock international/global funds are managed by John Hancock Advisers, Inc. Founded in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock Mutual Life Insurance Company and manages more than $19 billion in assets. FUND INFORMATION KEY Concise fund-by-fund descriptions begin on the next page. Each description provides the following information: [GRAPHIC OMITTED] Goal and strategy The fund's particular investment goals and the strategies it intends to use in pursuing those goals. [GRAPHIC OMITTED] Portfolio securities The primary types of securities in which the fund invests. Secondary investments are described in "More about risk" at the end of the prospectus. [GRAPHIC OMITTED] Risk factors The major risk factors associated with the fund. [GRAPHIC OMITTED] Portfolio management The individual or group (including subadvisers, if any) designated by the investment adviser to handle the fund's day-to-day management. [GRAPHIC OMITTED] Expenses The overall costs borne by an investor in the fund, including sales charges and annual expenses. [GRAPHIC OMITTED] Financial highlights A table showing the fund's financial performance for up to ten years, by share class. A bar chart showing total return allows you to compare the fund's historical risk level to those of other funds. GLOBAL FUND REGISTRANT NAME: FREEDOM INVESTMENT TRUST II TICKER SYMBOL CLASS A: JHGAX CLASS B: FGLOX - ------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this goal, the fund invests primarily in common stocks of foreign and U.S. companies. The fund maintains a diversified portfolio of company and government securities from around the world. Under normal circumstances, the fund expects to invest in the securities markets of at least three countries at any one time, potentially including the U.S. The fund does not maintain a fixed allocation of assets, either with respect to securities type or to geography. PORTFOLIO SECURITIES [GRAPHIC OMITTED] Under normal circumstances, the fund invests at least 65% of assets in common stocks and convertible securities, but may invest in virtually any type of security, foreign or domestic, including preferred and convertible securities, warrants and investment-grade debt securities. Not counting short-term securities, the fund generally expects that no more than 5% of assets will be invested in debt securities. For liquidity and flexibility, the fund may place up to 35% of assets in investment-grade short-term securities. In abnormal market conditions, it may invest up to 100% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because it invests internationally, the fund carries additional risks, including currency, information, natural event and political risks. These risks, which may make the fund more volatile than a comparable domestic growth fund, are defined in "More about risk" starting on page 31. The risks of international investing are higher in emerging markets such as those of Latin America, Southeast Asia and Eastern Europe. To the extent that the fund utilizes higher-risk securities and practices, it takes on further risks that could adversely affect its performance. Please read "More about risk" carefully before investing. MANAGEMENT/SUBADVISER [GRAPHIC OMITTED] Miren Etcheverry, John L.F. Wills and Gerardo J. Espinoza lead the portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior vice presidents and joined John Hancock Funds in December 1996, having been in the investment business since 1978 and 1979, respectively. Mr. Wills is a senior vice president of the adviser and managing director of the subadviser, John Hancock Advisers International. He joined John Hancock Funds in 1987 and has been in the investment business since 1969. - ------------------------------------------------------------------------------- INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less. - ------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - ------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - ------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - ------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - ------------------------------------------------------------------------------- Redemption fee(2) none none - ------------------------------------------------------------------------------- Exchange fee none none - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------- Management fee(3) 0.96% 0.96% - ------------------------------------------------------------------------------- 12b-1 fee(4) 0.30% 1.00% - ------------------------------------------------------------------------------- Other expenses 0.63% 0.63% - ------------------------------------------------------------------------------- Total fund operating expenses 1.89% 2.59 - ------------------------------------------------------------------------------- EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - ------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - ------------------------------------------------------------------------------- Class A shares $68 $106 $147 $260 - ------------------------------------------------------------------------------- Class B shares Assuming redemption at end of period $76 $111 $158 $275 - ------------------------------------------------------------------------------- Assuming no redemption $26 $ 81 $138 $275 - ------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Includes a subadviser fee equal to 0.70% of the fund's net assets. (4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 35.42(4) 7.05 30.22 14.04 34.95 7.97 9.10 - --------------------------------------------------------------------------------------------------------------------------------- (scale varies from (16.97)(4) (10.42) (3.85) (1.01) fund to fund) - --------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/92(1) 10/93 10/94 10/95 10/96 - --------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $11.31 $10.55 $14.30 $14.16 $12.67 - ------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) (0.04)(2) (0.10)(2) (0.07)(2) (0.03)(2) (0.02)(2) - --------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.72) 3.85 1.24 (0.13) 1.20 - --------------------------------------------------------------------------------------------------------------------------------- Total from investment operations (0.76) 3.75 1.17 (0.16) 1.18 - --------------------------------------------------------------------------------------------------------------------------------- Less distributions: Distributions from net realized gain on investments sold and foreign currency transactions -- -- (1.31) (1.33) (0.88) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $10.55 $14.30 $14.16 $12.67 $12.97 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) (6.72)(4) 35.55 8.64 (0.37) 9.87 - --------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - --------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 76,980 90,787 100,973 93,597 94,746 - --------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 2.47(5) 2.12 1.98 1.87 1.88 - --------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) (0.60)(5) (0.86) (0.54) (0.23) (0.19) - --------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 69 108 61 60 98 - --------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(6) ($) N/A N/A N/A N/A 0.0221 - --------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 5/87(7) 10/87(8) 10/88 10/89 10/90 10/91 10/92 10/93 10/94 10/95 10/96 - --------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.60 $13.00 $10.42 $10.67 $13.58 $ 9.94 $10.92 $10.50 $14.17 $13.93 $12.36 - --------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.08 (0.05) 0.01 (0.10) (0.02) (0.01)(2) (0.12)(2) (0.15)(2) (0.15)(2) (0.11)(2) (0.10)(2) - --------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 3.32 (2.08) 0.69 3.25 (1.12) 1.35 (0.30) 3.82 1.22 (0.13) 1.16 - --------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 3.40 (2.13) 0.70 3.15 (1.14) 1.34 (0.42) 3.67 1.07 (0.24) 1.06 - --------------------------------------------------------------------------------------------------------------------------------- Less distributions: Distributions from ne investment income -- (0.12) -- (0.01) -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments sold and foreign currency transactions -- (0.33) (0.45) (0.23) (2.50) (0.36) -- -- (1.31) (1.33) (0.88) - --------------------------------------------------------------------------------------------------------------------------------- Total distributions -- (0.45) (0.45) (0.24) (2.50) (0.36) -- -- (1.31) (1.33) (0.88) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $13.00 $10.42 $10.67 $13.58 $9.94 $10.92 $10.50 $14.17 $13.93 $12.36 $12.54 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3)(%) 35.42(4) (16.97)(4) 7.05 30.22 (10.42) 14.04 (3.85) 34.95 7.97 (1.01) 9.10 - --------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - --------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted)($) 62,264 50,883 34,380 35,596 33,281 28,686 11,475 19,340 31,822 24,570 27,599 - --------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 2.38(5 2.56(5) 2.55 2.30 2.46 2.60 2.68 2.49 2.59 2.57 2.54 - --------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets(%) 0.99(5) (0.78)(5) 0.09 (0.47) (0.59) (0.12) (1.03) (1.25) (1.12) (0.89) (0.83) - --------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate(%) 91 81 142 138 58 106 69 108 61 60 98 - --------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(6)($) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.0221 - --------------------------------------------------------------------------------------------------------------------------------- (1) Class A shares commenced operations on January 3, 1992. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) Annualized. (6) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (7) For the period September 2, 1986 (commencement of operations) to May 31, 1987. (8) For the period June 1, 1987 to October 31, 1987.
GLOBAL MARKETPLACE FUND REGISTRANT NAME: JOHN HANCOCK WORLD FUND TICKER SYMBOL CLASS A: JHGMX CLASS B: JHMBX - ------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks long-term capital appreciation. To pursue this goal, the fund invests primarily in foreign and U.S. stocks of companies that merchandise goods and services to consumers or to consumer companies. The fund seeks companies of any size that appear to possess a competitive advantage, such as a unique product or distribution method, new technologies or innovative marketing or sales methods. Under normal circumstances, the fund invests at least 65% of assets in these companies, and expects to invest in the securities markets of at least three countries at any one time, potentially including the U.S. PORTFOLIO SECURITIES [GRAPHIC OMITTED] The fund invests primarily in the common stocks of U.S. and foreign companies. It also may invest in warrants, preferred stocks and convertible securities. For liquidity and flexibility, the fund may invest up to 35% of assets in investment-grade short-term securities. In abnormal market conditions, it may invest up to 100% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because the fund concentrates on a single sector (consumer businesses), its performance may be disproportionately affected by a few key factors, such as economic conditions and consumer confidence levels. Also, because the fund invests internationally, it carries additional risks, including currency, information, natural event and political risks. These risks, which may make the fund more volatile than a comparable domestic growth fund, are defined in "More about risk" starting on page 31. To the extent that the fund invests in smaller capitalization companies or emerging markets, or utilizes higher-risk securities and practices, it takes on further risks that could adversely affect its performance. Please read "More about risk" carefully before investing. PORTFOLIO MANAGEMENT [GRAPHIC OMITTED] Bernice S. Behar, CFA, leader of the fund's portfolio management team since the fund's inception in September 1994, is a senior vice president of the adviser. She joined the adviser in 1991 and has been in the investment business since 1986. - ------------------------------------------------------------------------------- INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below are based on expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less. - ------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - ------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - ------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - ------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - ------------------------------------------------------------------------------- Redemption fee(2) none none - ------------------------------------------------------------------------------- Exchange fee none none - ------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------- Management fee (after expense limitation)(3) 0.22% 0.22% - ------------------------------------------------------------------------------- 12b-1 fee(4) 0.30% 1.00% - ------------------------------------------------------------------------------- Other expenses 1.02% 1.02% - ------------------------------------------------------------------------------- Total fund operating expenses (after limitation)(3) 1.54% 2.24% - ------------------------------------------------------------------------------- EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - ------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - ------------------------------------------------------------------------------- Class A shares $65 $96 $130 $224 - ------------------------------------------------------------------------------- Class B shares - ------------------------------------------------------------------------------- Assuming redemption at end of period $73 $100 $140 $240 - ------------------------------------------------------------------------------- Assuming no redemption $23 $ 70 $120 $240 - ------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Reflects the adviser`s agreement to limit expenses (except for 12b-1 and transfer agent expenses). Without this limitation, management fees would be 0.80% for each class and total fund operating expenses would be 2.12% for Class A and 2.82% for Class B. The adviser may terminate this limitation at any time. (4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 35.61(5) 31.94 0.99(5) - ----------------------------------------------------------------------------------------------------------------------------------- (scale varies from fund to fund) two months - ----------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 8/95(1) 8/96 10/96(2) - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $8.50 $11.49 $15.16 - ----------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.01(3) (0.08)(3) (0.02)(3) - ----------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 3.01 3.75 0.17 - ----------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 3.02 3.67 0.15 - ----------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ----------------------------------------------------------------------------------------------------------------------------------- Dividends from net investment income (0.01) -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Distributions in excess of net investment income (0.02) -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Total distributions (0.03) -- -- - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $11.49 $15.16 $15.31 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%) 35.61(5) 31.94 0.99(5) - ----------------------------------------------------------------------------------------------------------------------------------- Total Adjusted Investment Return at Net Asset Value(4,6) (%) 28.69(5) 29.69 0.89(5) - ----------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 712 16,966 21,782 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.50(7) 1.45 1.54(7) - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(8) (%) 9.00(7) 3.70 2.12(7) - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 0.06(7) (0.57) (0.70)(7) - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(8) (%) (7.44)(7) (2.82) (1.28)(7) - ----------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 63 52 12 - ----------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) 0.65(3) 0.31 0.02 - ----------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(9) ($) N/A 0.0140 0.0079 - ----------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 8/96(1) 10/96(2) - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $11.95 $15.09 - ----------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) (0.11)(3) (0.04)(3) - ----------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 3.25 0.17 - ----------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 3.14 0.13 - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $15.09 $15.22 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%) 26.28(5) 0.86(5) - ----------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(4,6) (%) 25.50(5) 0.76(5) - ----------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 22,246 30,133 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 2.15(7) 2.24(7) - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(8) (%) 3.49(7) 2.82(7) - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) (1.28)(7) (1.42)(7) - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(8) (%) (2.62)(7) (2.00)(7) - ----------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 52 12 - ----------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) 0.11 0.02 - ----------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(9) ($) 0.0140 0.0079 - ----------------------------------------------------------------------------------------------------------------------------------- (1) Class A and Class B shares commenced operations September 29, 1994 and January 22, 1996, respectively. (2) Effective October 31, 1996, the fiscal year end changed from August 31 to October 31. (3) Based on the average of the shares outstanding at the end of each month. (4) Assumes dividend reinvestment and does not reflect the effect of sales charges. (5) Not annualized. (6) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (7) Annualized. (8) Unreimbursed, without fee reduction. (9) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
GLOBAL RX FUND REGISTRANT NAME: JOHN HANCOCK WORLD FUND TICKER SYMBOL CLASS A: JHGRX CLASS B: JHRBX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this goal, the fund invests primarily in stocks of foreign and U.S. health care companies. The fund defines health care companies as those deriving at least half of their gross revenues, or committing at least half of their gross assets, to health care-related activities. Under normal circumstances, the fund invests at least 65% of assets in these companies, including small- and medium-sized companies. The fund expects to invest in the securities markets of at least three countries at any one time, potentially including the U.S. Because the fund is non-diversified, it may invest more than 5% of assets in securities of a single issuer. The fund has an independent advisory board composed of scientific and medical experts to provide advice and consultation on health care developments. PORTFOLIO SECURITIES [GRAPHIC OMITTED] The fund invests primarily in foreign and domestic common stocks, and may invest in warrants, preferred stocks and convertible debt securities. For liquidity and flexibility, the fund may place up to 35% of assets in investment-grade short-term securities. In abnormal market conditions, it may invest up to 100% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because the fund concentrates on a single sector (health care), and because this sector has historically been volatile, investors should expect above-average volatility. Also, because the fund invests internationally, it carries additional risks, including currency, information, natural event and political risks. These risks, which may make the fund more volatile than a comparable domestic growth fund, are defined in "More about risk" starting on page 31. To the extent that the fund invests in smaller capitalization companies or utilizes higher-risk securities and practices, it takes on further risks that could adversely affect its performance. Please read "More about risk" carefully before investing. PORTFOLIO MANAGEMENT [GRAPHIC OMITTED] Linda I. Miller, CFA, leader of the fund's portfolio management team since January 1996, is a vice president of the adviser. She joined John Hancock Funds in November 1995 and has been in the investment business with a focus on the health care industry since 1980. INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less. - -------------------------------------------------------------------------------- Shareholder transaction expenses Class A Class B - -------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - -------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - -------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - -------------------------------------------------------------------------------- Redemption fee(2) none none - -------------------------------------------------------------------------------- Exchange fee none none - -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management fee 0.80% 0.80% - -------------------------------------------------------------------------------- 12b-1 fee(3) 0.30% 1.00% - -------------------------------------------------------------------------------- Other expenses 0.82% 0.82% - -------------------------------------------------------------------------------- Total fund operating expenses 1.92% 2.62% - -------------------------------------------------------------------------------- EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - -------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 Class A shares $69 $107 $148 $263 - -------------------------------------------------------------------------------- Class B shares - -------------------------------------------------------------------------------- Assuming redemption at end of period $77 $111 $159 $278 - -------------------------------------------------------------------------------- Assuming no redemption $27 $81 $139 $278 - -------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 33.40(5) 30.89 23.39 18.39 0.30 - ---------------------------------------------------------------------------------------------------------------------------------- (scale varies from fund to fund) (1.26)(5) two months - ---------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 8/92(1) 8/93 8/94 8/95 8/96 10/96(2) - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $10.00 $13.34 $13.38 $16.51 $21.61 $25.43 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) (0.03) (0.23) (0.32) (0.36)(3) (0.19)(3) (0.05)(3) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 3.37 0.27 3.45 5.46 4.15 (0.27) - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 3.34 0.04 3.13 5.10 3.96 (0.32) - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments sold and foreign currency transactions -- -- -- -- (0.14) -- - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $13.34 $13.38 $16.51 $21.61 $25.43 $25.11 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%) 33.40(5) 0.30 23.39 30.89 18.39 (1.26)(5) - ---------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(4,6) (%) 32.11(5) 0.04 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 14,702 15,647 18,643 24,394 42,405 42,618 Ratio of expenses to average net assets (%) 1.98(7) 2.50 2.55 2.56 1.80 1.92(7) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(8) (%) 3.39(7) 2.76 -- -- -- -- Ratio of net investment income (loss) to average net assets (%) (0.51)(7) (1.67) (2.01) (1.99) (0.75) (1.04)(7) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(8) (%) (1.92)(7) (1.93) -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 48 93 52 38 68 24 - ---------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) 0.085 0.035 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(9) ($) N/A N/A N/A N/A 0.0181 0.0726 - ---------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 8/94(1) 8/95 8/96 10/96(2) - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $17.29 $16.46 $21.35 $24.94 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) (0.17)(3) (0.55)(3) (0.34)(3) (0.08)(3) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.66) 5.44 4.07 (0.26) - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations (0.83) 4.89 3.73 (0.34) - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments sold and foreign currency transactions -- -- (0.14) -- - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $16.46 $21.35 $24.94 $24.60 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(4) (%) (4.80)(5) 29.71 17.53 (1.36)(5) - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 1,071 6,333 36,591 37,521 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 3.34(7) 3.45 2.42 2.62(7) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) (2.65)(7) (2.91) (1.33) (1.74)(7) - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 52 38 68 24 - ---------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(9) ($) N/A N/A 0.0181 0.0726 - ---------------------------------------------------------------------------------------------------------------------------------- (1) Class A and Class B shares commenced operations on October 1, 1991 and March 7, 1994, respectively. (2) Effective October 31, 1996, the fiscal year end changed from August 31 to October 31. (3) Based on the average of the shares outstanding at the end of each month. (4) Assumes dividend reinvestment and does not reflect the effect of sales charges. (5) Not annualized. (6) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (7) Annualized. (8) Unreimbursed, without fee reduction. (9) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
GLOBAL TECHNOLOGY FUND REGISTRANT NAME: JOHN HANCOCK SERIES TRUST TICKER SYMBOL CLASS A: NTTFX CLASS B: FGTBX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this goal, the fund invests primarily in stocks of foreign and U.S. companies that rely extensively on technology in their product development or operations. Under normal circumstances, the fund invests at least 65% of assets in these companies, and expects to invest in the securities markets of at least three countries at any one time, potentially including the U.S. Income is a secondary goal. PORTFOLIO SECURITIES [GRAPHIC OMITTED] The fund invests primarily in foreign and domestic common stocks, and may invest in warrants, preferred stocks and convertible debt securities. The fund may invest up to 10% of assets in debt securities of any maturity. These may include securities rated as low as CC/Ca and their unrated equivalents. Bonds rated lower than BBB/Baa are considered junk bonds. For liquidity and flexibility, the fund may place up to 35% of assets in investment-grade short-term securities. In abnormal market conditions, it may invest up to 100% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, including restricted securities, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because the fund concentrates on a single sector (technology), and because this sector has historically been volatile, investors should expect above-average volatility. Also, because the fund invests internationally, it carries additional risks, including currency, information, natural event and political risks. These risks, which may make the fund more volatile than a comparable domestic growth fund, are defined in "More about risk" starting on page 31. The risks of international investing are higher in emerging markets such as those of Latin America, Asia and Eastern Europe. To the extent that the fund invests in smaller capitalization companies or junk bonds, it further increases the chances for fluctuations in share price and total return. Please read "More about risk" carefully before investing. MANAGEMENT/SUBADVISER [GRAPHIC OMITTED] Barry J. Gordon and Marc H. Klee lead the fund's management team, as they have since the fund's inception in 1983. They are principals of American Fund Advisors, Inc. (AFA), which was the fund's adviser until 1991. Since 1991, AFA has been the fund's subadviser. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less. - -------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - -------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - -------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - -------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - -------------------------------------------------------------------------------- Redemption fee(2) none none - -------------------------------------------------------------------------------- Exchange fee none none - -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management fee(3) 0.79% 0.79% - -------------------------------------------------------------------------------- 12b-1 fee(4) 0.30% 1.00% - -------------------------------------------------------------------------------- Other expenses 0.48% 0.48% - -------------------------------------------------------------------------------- Total fund operating expenses 1.57% 2.27% - -------------------------------------------------------------------------------- EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - -------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - -------------------------------------------------------------------------------- Class A shares $65 $97 $131 $227 - -------------------------------------------------------------------------------- Class B shares - -------------------------------------------------------------------------------- Assuming redemption at end of period $73 $101 $142 $243 - -------------------------------------------------------------------------------- Assuming no redemption $23 $71 $122 $243 - -------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Includes a subadviser fee that will not exceed 0.40% of the fund's net assets. (4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 2.89 2.84 10.48 16.61 33.05 5.70 32.06 9.62 46.53 5.22(4) - ---------------------------------------------------------------------------------------------------------------------------------- (scale varies from fund (18.46) ten to fund) months - ---------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 12/86 12/87 12/88 12/89 12/90 12/91 12/92 12/93 12/94 12/95 10/96(1) - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $13.57 $13.80 $13.98 $15.31 $16.93 $12.44 $15.60 $14.94 $17.45 $17.84 $24.51 Net investment income (loss) 0.14 0.15 0.15 0.10 (0.04) 0.05 (0.15) (0.21) (0.22)(2) (0.22)(2) (0.14)(2) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.25 0.26 1.32 2.43 (3.09) 4.11 1.00 4.92 1.87 8.53 1.42 - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 0.39 0.41 1.47 2.53 (3.13) 4.16 0.85 4.71 1.65 8.31 1.28 - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: Dividends from net investment income (0.16) (0.23) (0.14) (0.13) -- (0.04) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments and foreign currency transactions -- -- -- (0.78) (1.36) (0.96) (1.51) (2.20) (1.26) (1.64) -- - ---------------------------------------------------------------------------------------------------------------------------------- Total distributions (0.16) (0.23) (0.14) (0.91) (1.36) (1.00) (1.51) (2.20) (1.26) (1.64) -- - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $13.80 $13.98 $15.31 $16.93 $12.44 $15.60 $14.94 $17.45 $17.84 $24.51 $25.79 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 2.89 2.84 10.48 16.61 (18.46) 33.05 5.70 32.06 9.62 46.53 5.22(4) - ---------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(3,5) -- -- -- -- -- -- 5.53 -- -- 46.41 -- - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 56,927 44,224 38,594 40,341 28,864 31,580 32,094 41,749 52,193 155,001 166,010 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.75 1.63 1.75 1.90 2.36 2.32 2.05 2.10 2.16 1.67 1.57(6) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(7) (%) -- -- -- -- -- -- 2.22 -- -- 1.79 -- - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 0.77 0.75 0.89 0.60 (0.28) 0.34 (0.88) (1.49) (1.25) (0.89) (0.68)(6) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(7) (%) -- -- -- -- -- -- (1.05) -- -- (1.01) -- - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 6 9 12 30 38 67 76 86 67 70 64 - ---------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) -- -- -- -- -- -- 0.03 -- -- 0.02(2) -- - ---------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(8) ($) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.0685 - ---------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 12/94(9) 12/95 10/96(1) - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $17.24 $17.68 $24.08 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) (0.35)(2) (0.39)(2) (0.28)(2) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments 2.05 8.43 1.40 - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 1.70 8.04 1.12 - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: Distributions from net realized gain on investments sold (1.26) (1.64) -- - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $17.68 $24.08 $25.20 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 10.02 45.42 4.65(4) - ---------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(3,5) -- 45.30 -- - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 9,324 35,754 50,949 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 2.90(6) 2.41 2.27(6) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(7) (%) -- 2.53 -- - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) (1.98)(6) (1.62) (1.38)(6) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(7) (%) -- (1.74) -- - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 67 70 64 - ---------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) -- 0.03(2) -- - ---------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(8) ($) N/A N/A 0.0685 - ---------------------------------------------------------------------------------------------------------------------------------- (1) Effective October 31, 1996, the fiscal year end changed from December 31 to October 31. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (6) Annualized. (7) Unreimbursed, without fee reduction. (8) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (9) Class B shares commenced operations on January 3, 1994.
International Fund REGISTRANT NAME: FREEDOM INVESTMENT TRUST II TICKER SYMBOL CLASS A: FINAX CLASS B: FINBX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this goal, the fund invests primarily in stocks of foreign companies. Under normal circumstances, the fund invests at least 65% of assets in these companies. The fund maintains a diversified portfolio of company and government securities from around the world, and generally expects that at any one time it will invest in the securities markets of at least three non-U.S. countries. The fund does not maintain a fixed allocation of assets, either with respect to securities type or to geography. The fund looks for companies of any size whose earnings show strong growth or that appear to be undervalued. PORTFOLIO SECURITIES [GRAPHIC OMITTED] Under normal circumstances, the fund invests primarily in common stocks and other equity securities, but may invest in almost any type of security, foreign or domestic, including preferred and convertible securities, warrants and investment-grade debt securities. For liquidity and flexibility, the fund may place up to 35% of assets in investment-grade short-term securities. In abnormal market conditions, it may invest up to 100% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because it invests internationally, the fund carries additional risks, including currency, information, natural event and political risks. These risks, which may make the fund more volatile than a comparable domestic growth fund, are defined in "More about risk" starting on page 31. The risks of international investing are higher in emerging markets such as those of Latin America, Asia and Eastern Europe. To the extent that the fund invests in smaller capitalization companies or utilizes higher-risk securities and practices, it takes on further risks that could adversely affect its performance. Please read "More about risk" carefully before investing. MANAGEMENT/SUBADVISER [GRAPHIC OMITTED] Miren Etcheverry, John L.F. Wills and Gerardo J. Espinoza lead the fund's portfolio management team. Ms. Etcheverry and Mr. Espinoza are senior vice presidents and joined John Hancock Funds in December 1996, having been in the investment business since 1978 and 1979, respectively. Mr. Wills is a senior vice president of the adviser and managing director of the subadviser, John Hancock Advisers International. He joined John Hancock Funds in 1987 and has been in the investment business since 1969. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past fiscal year, adjusted to reflect any changes. Future expenses may be greater or less. - -------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - -------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - -------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - -------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - -------------------------------------------------------------------------------- Redemption fee(2) none none - -------------------------------------------------------------------------------- Exchange fee none none - -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management fee (after expense limitation)(3,4) 0.00% 0.00% - -------------------------------------------------------------------------------- 12b-1 fee(5) 0.30% 1.00% - -------------------------------------------------------------------------------- Other expenses (after limitation)(3) 1.45% 1.45% - -------------------------------------------------------------------------------- Total fund operating expenses (after limitation)(3) 1.75% 2.45% - -------------------------------------------------------------------------------- Example The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - -------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - -------------------------------------------------------------------------------- Class A shares $67 $102 $140 $246 - -------------------------------------------------------------------------------- Class B shares Assuming redemption at end of period $75 $106 $151 $261 - -------------------------------------------------------------------------------- Assuming no redemption $25 $76 $131 $261 - -------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Reflects the adviser`s agreement to limit expenses (except for 12b-1 and transfer agent expenses). Without this limitation, management fees would be 1.00% for each class, other expenses would be 2.02% for each class and total fund operating expenses would be 3.32% for Class A and 4.02% for Class B. The adviser may terminate this limitation at any time. (4) Includes a subadviser fee equal to 0.70% of the fund's net assets. (5) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 1.77(4) 6.88 - ----------------------------------------------------------------------------------------------------------------------------------- (scale varies from fund to fund) (4.96) - ----------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/94(1) 10/95 10/96 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $8.50 $8.65 $8.14 - ----------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.07(2) 0.04 0.06(2) - ----------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.08 (0.47) 0.50 - ----------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 0.15 (0.43) 0.56 - ----------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ----------------------------------------------------------------------------------------------------------------------------------- Dividends from net investment income -- (0.03) -- - ----------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments sold and foreign currency transactions -- (0.05) -- - ----------------------------------------------------------------------------------------------------------------------------------- Total distributions -- (0.08) -- - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $8.65 $8.14 $8.70 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 1.77(4) (4.96) 6.88 - ----------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(3,5) (%) (0.52)(4) (8.12) 5.33 - ----------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 4,426 4,215 5,098 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.50(6) 1.64 1.75 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(7) (%) 3.79(6) 4.80 3.30 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 1.02(6) 0.56 0.68 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(7) (%) (1.27)(6) (2.60) (0.87) - ----------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 50 69 83 - ----------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) 0.16(2) 0.25(2) 0.14(2) - ----------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(8) ($) N/A N/A 0.0192 - ----------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 10/94(1) 10/95 10/96 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $8.50 $8.61 $8.05 - ----------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.02(2) (0.03) 0.00(2,9) - ----------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.09 (0.48) 0.50 - ----------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 0.11 (0.51) 0.50 - ----------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ----------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments sold and foreign currency transactions -- (0.05) -- - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $8.61 $8.05 $8.55 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 1.29(4) (5.89) 6.21 - ----------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(3,5) (%) (1.00)(4) (9.05) 4.66 - ----------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 3,948 3,990 8,175 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 2.22(6) 2.52 2.45 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(7) (%) 4.51(6) 5.68 4.00 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 0.31(6) (0.37) 0.02 - ----------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(7) (%) (1.98)(6) (3.53) (1.53) - ----------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 50 69 83 - ----------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) 0.16(2) 0.25(2) 0.14(2) - ----------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(8) ($) N/A N/A 0.0192 - ----------------------------------------------------------------------------------------------------------------------------------- (1) Class A and Class B shares commenced operations on January 3, 1994. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Not annualized. (5) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (6) Annualized. (7) Unreimbursed, without fee reduction. (8) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later. (9) Less than one cent per share.
PACIFIC BASIN EQUITIES FUND REGISTRANT NAME: JOHN HANCOCK WORLD FUND TICKER SYMBOL CLASS A: JHWPX CLASS B: FPBBX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks long-term growth of capital. To pursue this goal, the fund invests primarily in a diversified portfolio of stocks of Pacific Basin companies. The Pacific Basin includes countries bordering the Pacific Ocean. Under normal circumstances, the fund invests at least 65% of assets in these companies, with the balance invested in equities of companies not in the Pacific Basin countries and in investment-grade debt securities of U.S., Japanese, Australian and New Zealand issuers. The fund does not maintain a fixed allocation of assets. The fund may at times invest less than 65% of assets in Pacific Basin equities. PORTFOLIO SECURITIES [GRAPHIC OMITTED] Under normal circumstances, the fund invests primarily in common stocks and other equity securities, but may invest in virtually any type of security, foreign or domestic, including preferred and convertible securities, warrants and investment-grade debt securities. For liquidity and flexibility, the fund may place up to 35% of assets in investment-grade short-term securities. In abnormal market conditions, it may invest up to 100% in these securities as a defensive tactic. The fund also may invest in certain higher-risk securities, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] As with any growth fund, the value of your investment will fluctuate in response to stock market movements. Because the fund concentrates on one region, investors should expect above-average volatility. Also, because the fund invests internationally, it carries additional risks, including currency, information, natural event and political risks. These risks, which may make the fund more volatile than a comparable domestic growth fund, are defined in "More about risk" starting on page 31. The risks of international investing are higher in emerging markets, a category that includes many Pacific Basin countries. To the extent that the fund utilizes higher-risk securities practices, it takes on further risks that could adversely affect its performance. Please read "More about risk" carefully before investing. MANAGEMENT/SUBADVISERS [GRAPHIC OMITTED] The fund's management is carried out jointly by the adviser's international equities portfolio management team and two subadvisers, Indosuez Asia Advisers Limited and John Hancock Advisers International. Indosuez is majority owned by Caisse Nationale de Credit Agricole, a French banking institution. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less. - -------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - -------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% none - -------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - -------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - -------------------------------------------------------------------------------- Redemption fee(2) none none - -------------------------------------------------------------------------------- Exchange fee none none - -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management fee(3) 0.80% 0.80% - -------------------------------------------------------------------------------- 12b-1 fee(4) 0.30% 1.00% - -------------------------------------------------------------------------------- Other expenses 1.10% 1.10% - -------------------------------------------------------------------------------- Total fund operating expenses 2.20% 2.90% - -------------------------------------------------------------------------------- EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - -------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - -------------------------------------------------------------------------------- Class A shares $71 $115 $162 $291 - -------------------------------------------------------------------------------- Class B shares - -------------------------------------------------------------------------------- Assuming redemption at end of period $79 $120 $173 $306 - -------------------------------------------------------------------------------- Assuming no redemption $29 $90 $153 $306 - -------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Includes a subadviser fee equal to 0.35% of the fund's net assets. (4) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS A YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 18.06 49.61 22.82 4.47 - ---------------------------------------------------------------------------------------------------------------------------------- (scale varies from fund to fund) (3.61)(6) (0.44) (2.15) (1.99) (7.65) (1.83)(6) two months - ---------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 8/88(1) 8/89 8/90 8/91 8/92 8/93 8/94 8/95 8/96 10/96(2) - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $10.00 $9.61 $11.10 $10.34 $9.05 $8.87 $13.27 $15.88 $14.11 $14.74 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.01 (0.02) (0.04) (0.01) (0.07)(3) (0.11)(3) (0.10)(3) 0.02(3,4) (0.02)(3) (0.02)(3) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.37) 1.75 0.11 (0.33) (0.11) 4.51 3.12 (1.24) 0.65 (0.25) - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations (0.36) 1.73 0.07 (0.34) (0.18) 4.40 3.02 (1.22) 0.63 (0.27) - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: Dividends from net investment income (0.03) (0.01) -- -- -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments sold and foreign currency transactions -- (0.23) (0.83) (0.95) -- -- (0.41) (0.55) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Total distributions (0.03) (0.24) (0.83) (0.95) -- -- (0.41) (0.55) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $9.61 $11.10 $10.34 $9.05 $8.87 $13.27 $15.88 $14.11 $14.74 $14.47 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(5) (%) (3.61)(6) 18.06 (0.44) (2.15) (1.99) 49.61 22.82 (7.65) 4.47 (1.83)(6) - ---------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(5,7) (%) (8.05)(6) 15.12 (2.86) (5.19) (5.57) 48.31 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 4,771 5,116 4,578 4,065 3,222 14,568 50,261 37,417 41,951 38,694 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.75(8) 1.75 2.45 2.75 2.73 2.94 2.43 2.05 1.97 2.21(8) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(9) (%) 6.19(8) 4.69 4.89 5.79 6.31 4.24 -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 0.04(8) (0.15) (0.28) (0.06) (0.82) (0.98) (0.66) 0.13(4) (0.15) (0.83)(8) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income (loss) to average net assets(9) (%) (4.40)(8) (3.09) (2.70) (3.10) (4.40) (2.28) -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 148 227 154 151 179 171 68 48 73 15 - ---------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) 1.15 0.39 0.31 0.24 0.31(3) 0.14(3) -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(10) ($) N/A N/A N/A N/A N/A N/A N/A N/A 0.0183 0.0221 - ---------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 8/94(1) 8/95 8/96 10/96(2) - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $15.11 $15.84 $13.96 $14.49 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) (0.09)(3)(0.09)(3) (0.13)(3) (0.04)(3) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.82 (1.24) 0.66 (0.25) - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 0.73 (1.33) 0.53 (0.29) - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments sold and foreign currency transactions -- (0.55) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $15.84 $13.96 $14.49 $14.20 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(5) (%) (4.83)(6)(8.38) 3.80 (2.00)(6) - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 9,480 14,368 32,342 30,147 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 3.00(8) 2.77 2.64 2.90(8) - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) (1.40)(8)(0.66) (0.86) (1.52)(8) - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 68 48 73 15 - ---------------------------------------------------------------------------------------------------------------------------------- Average brokerage commission rate(10) ($) N/A N/A 0.0183 0.0221 - ---------------------------------------------------------------------------------------------------------------------------------- (1) Class A and Class B shares commenced operations on September 8, 1987 and March 7, 1994, respectively. (2) Effective October 31, 1996, the fiscal year end changed from August 31 to October 31. (3) Based on the average of the shares outstanding at the end of each month. (4) May not accord to amounts shown elsewhere in the financial statements due to the timing of sales and repurchases of fund shares in relation to fluctuating market values of the investments of the fund. (5) Assumes dividend reinvestment and does not reflect the effect of sales charges. (6) Not annualized. (7) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (8) Annualized. (9) Unreimbursed, without fee reduction. (10) Per portfolio share traded. Required for fiscal years that began September 1, 1995 or later.
SHORT-TERM STRATEGIC INCOME FUND REGISTRANT NAME: FREEDOM INVESTMENT TRUST II TICKER SYMBOL CLASS A: JHSAX CLASS B: FRSWX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks a high level of current income. To pursue this goal, the fund invests primarily in debt securities issued or guaranteed by: o foreign governments and companies including those in emerging markets o the U.S. Government, its agencies or instrumentalities o U.S. companies Under normal circumstances, the fund invests assets in all three of these sectors, but may invest up to 100% in any one sector. The fund maintains an average portfolio maturity of three years or less. PORTFOLIO SECURITIES [GRAPHIC OMITTED] The fund may invest in all types of debt securities. The fund's U.S. Government securities may include mortgage-backed securities. The fund may invest up to 67% of assets in securities rated as low as B and their unrated equivalents. Bonds rated lower than BBB/Baa are considered junk bonds. However, the fund maintains an average portfolio quality rating of A, which is an investment-grade rating. Because the fund is non-diversified, it may invest more than 5% of assets in securities of a single issuer, but no more than 25% of assets in the securities of any one foreign government. The fund also may invest in certain other investments, including derivatives, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] The value of your investment in the fund will fluctuate with changes in currency exchange rates as well as interest rates. Typically, a rise in interest rates causes a decline in the market value of fixed income securities. International investing, particularly in emerging markets, carries additional risks, including currency information, natural event and political risks. Junk bonds may carry above-average credit and market risks and mortgage-backed securities may carry extension and prepayment risks. These risks are defined in "More about risk" starting on page 31. To the extent that the fund utilizes higher-risk securities practices, it takes on further risks that could adversely affect its performance. Please read "More about risk" carefully before investing. PORTFOLIO MANAGEMENT [GRAPHIC OMITTED] Anthony A. Goodchild, Lawrence J. Daly and Janet L. Clay lead the portfolio management team. Messrs. Goodchild and Daly are senior vice presidents and joined John Hancock Funds in July 1994, having been in the investment business since 1968 and 1972, respectively. Ms. Clay, a second vice president, joined John Hancock Funds in August 1995 and has been in the investment business since 1990. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less. - -------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - -------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 3.00% none - -------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - -------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 3.00% - -------------------------------------------------------------------------------- Redemption fee(2) none none - -------------------------------------------------------------------------------- Exchange fee none none - -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management fee 0.65% 0.65% - -------------------------------------------------------------------------------- 12b-1 fee(3) 0.30% 1.00% - -------------------------------------------------------------------------------- Other expenses 0.52% 0.52% - -------------------------------------------------------------------------------- Total fund operating expenses 1.47% 2.17% - -------------------------------------------------------------------------------- EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - -------------------------------------------------------------------------------- Share class Year 1 Year 3 Year 5 Year 10 - -------------------------------------------------------------------------------- Class A shares $45 $75 $108 $200 - -------------------------------------------------------------------------------- Class B shares - -------------------------------------------------------------------------------- Assuming redemption at end of period $52 $88 $116 $209 - -------------------------------------------------------------------------------- Assuming no redemption $22 $68 $116 $209 - -------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 8.85(4) 0.64 5.98 1.93 7.97 7.89 - ---------------------------------------------------------------------------------------------------------------------------------- (scale varies from fund to fund) - ---------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/92(1) 10/93 10/94 10/95 10/96 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.86 $9.32 $9.12 $8.47 $8.41 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.65 0.83(2) 0.76(2) 0.77(2) 0.65 - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.55) (0.20) (0.53) (0.06) 0.05 - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 0.10 0.63 0.23 0.71 0.70 - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ---------------------------------------------------------------------------------------------------------------------------------- Dividends from net investment income (0.64) (0.83) (0.62) (0.61) (0.57) - ---------------------------------------------------------------------------------------------------------------------------------- Distributions in excess of net investment income -- -- (0.04) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions in excess of net realized gain on investments sold -- -- (0.12) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from capital paid-in -- -- (0.10) (0.16) (0.08) - ---------------------------------------------------------------------------------------------------------------------------------- Total distributions (0.64) (0.83) (0.88) (0.77) (0.65) - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $9.32 $9.12 $8.47 $8.41 $8.46 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 1.16(4) 6.78 2.64 8.75 8.60 - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 20,468 11,130 13,091 16,997 49,338 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.37(4) 1.21 1.26 1.33 1.48 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 8.09(4) 8.59 8.71 9.13 7.59 - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 86 306 150 147 77 - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 10/91(1) 10/92 10/93 10/94 10/95 10/96 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $10.00 $10.01 $9.31 $9.11 $8.46 $8.40 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.76 0.87 0.75(2) 0.70(2) 0.70(2) 0.59 - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 0.01 (0.80) (0.20) (0.53) (0.06) 0.05 - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 0.77 0.07 0.55 0.17 0.64 0.64 - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ---------------------------------------------------------------------------------------------------------------------------------- Dividends from net investment income (0.76) (0.77) (0.75) (0.56) (0.56) (0.52) - ---------------------------------------------------------------------------------------------------------------------------------- Distributions in excess of net investment income -- -- -- (0.04) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions in excess of net realized gain on investments sold -- -- -- (0.12) -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from capital paid-in -- -- -- (0.10) (0.14) (0.07) - ---------------------------------------------------------------------------------------------------------------------------------- Total distributions (0.76) (0.77) (0.75) (0.82) (0.70) (0.59) - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $10.01 $9.31 $9.11 $8.46 $8.40 $8.45 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 8.85(4) 0.64 5.98 1.93 7.97 7.89 - ---------------------------------------------------------------------------------------------------------------------------------- Total adjusted investment return at net asset value(3,5) (%) 8.81(4) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 218,562 236,059 142,873 98,390 84,601 48,137 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.89(4) 2.07 2.01 1.99 2.07 2.12 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted expenses to average net assets(6) (%) 1.93(4) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income to average net assets (%) 8.72(4) 8.69 7.81 8.00 8.40 7.07 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of adjusted net investment income to average net assets(6) (%) 8.68(4) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 22 86 306 150 147 77 - ---------------------------------------------------------------------------------------------------------------------------------- Fee reduction per share ($) 0.0039 -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- (1) Class A and Class B shares commenced operations on January 3, 1992 and December 28,1990, respectively. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Annualized. (5) An estimated total return calculation that does not take into consideration fee reductions by the adviser during the periods shown. (6) Unreimbursed, without fee reduction.
WORLD BOND FUND REGISTRANT NAME: FREEDOM INVESTMENT TRUST II TICKER SYMBOL CLASS A: FGLAX CLASS B: FGLIX - -------------------------------------------------------------------------------- GOAL AND STRATEGY [GRAPHIC OMITTED] The fund seeks a high total investment return -- a combination of current income and capital appreciation. To pursue this goal, the fund invests at least 65% of assets in debt securities issued or guaranteed by: o foreign governments and companies including those in emerging markets o multinational organizations such as the World Bank o the U.S. Government, its agencies or instrumentalities Under normal circumstances, the fund expects to invest in the securities markets of at least three countries at any one time, potentially including the U.S. The fund does not maintain a fixed allocation of assets. PORTFOLIO SECURITIES [GRAPHIC OMITTED] The fund may invest in all types of debt securities of any maturity, including preferred and convertible securities. Less than 35% of assets may be invested in junk bonds rated as low as CCC/Caa, or equivalent. Because the fund is non-diversified, it may invest more than 5% of assets in securities of a single issuer, but no more than 25% of assets in the securities of any one foreign government. For liquidity and flexibility, the fund may place up to 35% of assets in investment-grade short-term securities. In abnormal market conditions, it may invest more assets in these securities as a defensive tactic. The fund also may invest in certain other investments, including derivatives, and may engage in other investment practices. RISK FACTORS [GRAPHIC OMITTED] As with most bond funds, the value of your investment in the fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of fixed income securities. International investing, particularly in emerging markets, carries additional risks, including currency, information, natural event and political risks. Junk bonds may carry above-average credit and market risks and mortgage-backed securities may carry extension and prepayment risks. These risks are defined in "More about risk" starting on page 31. To the extent that the fund utilizes higher-risk securities practices, it takes on further risks that could adversely affect its performance. Please read "More about risk" carefully before investing. PORTFOLIO MANAGEMENT [GRAPHIC OMITTED] Anthony A. Goodchild, Lawrence J. Daly and Janet L. Clay lead the portfolio management team. Messrs. Goodchild and Daly are senior vice presidents and joined John Hancock Funds in July 1994, having been in the investment business since 1968 and 1972, respectively. Ms. Clay, a second vice president, joined John Hancock Funds in August 1995 and has been in the investment business since 1990. - -------------------------------------------------------------------------------- INVESTOR EXPENSES [GRAPHIC OMITTED] Fund investors pay various expenses, either directly or indirectly. The figures below show the expenses for the past year, adjusted to reflect any changes. Future expenses may be greater or less. - -------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B - -------------------------------------------------------------------------------- Maximum sales charge imposed on purchases (as a percentage of offering price) 4.50% none - -------------------------------------------------------------------------------- Maximum sales charge imposed on reinvested dividends none none - -------------------------------------------------------------------------------- Maximum deferred sales charge none(1) 5.00% - -------------------------------------------------------------------------------- Redemption fee(2) none none - -------------------------------------------------------------------------------- Exchange fee none none - -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management fee 0.75% 0.75% - -------------------------------------------------------------------------------- 12b-1 fee(3) 0.30% 1.00% - -------------------------------------------------------------------------------- Other expenses 0.54% 0.54% - -------------------------------------------------------------------------------- Total fund operating expenses 1.59% 2.29% - -------------------------------------------------------------------------------- EXAMPLE The table below shows what you would pay if you invested $1,000 over the various time frames indicated. The example assumes you reinvested all dividends and that the average annual return was 5%. - -------------------------------------------------------------------------------- SHARE CLASS YEAR 1 YEAR 3 YEAR 5 YEAR 10 - -------------------------------------------------------------------------------- Class A shares $60 $93 $128 $225 - -------------------------------------------------------------------------------- Class B shares - -------------------------------------------------------------------------------- Assuming redemption at end of period $73 $102 $143 $245 - -------------------------------------------------------------------------------- Assuming no redemption $23 $72 $123 $245 - -------------------------------------------------------------------------------- This example is for comparison purposes only and is not a representation of the fund's actual expenses and returns, either past or future. (1) Except for investments of $1 million or more; see "How sales charges are calculated." (2) Does not include wire redemption fee (currently $4.00). (3) Because of the 12b-1 fee, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS [GRAPHIC OMITTED] The figures below have been audited by the fund's independent auditors, Price Waterhouse LLP.
VOLATILITY, AS INDICATED BY CLASS B YEAR-BY-YEAR TOTAL INVESTMENT RETURN (%) 65.96(4) 1.59(4) 20.09 5.47 11.84 10.44 1.72 6.77 11.51 4.78 ---------------------------------------------------------------------------------------------------------------------------------- (scale varies from fund to fund) (1.88) - ---------------------------------------------------------------------------------------------------------------------------------- CLASS A - PERIOD ENDED: 10/92(1) 10/93 10/94 10/95 10/96 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $10.57 $9.76 $9.62 $8.85 $9.30 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.64 0.76 0.64(2) 0.57(2) 0.51(2) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.74) (0.10) (0.78) 0.48 (0.02) - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations (0.10) 0.66 (0.14) 1.05 0.49 - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: Dividends from net investment income (0.71) (0.38) (0.11) (0.59) (0.50) - ---------------------------------------------------------------------------------------------------------------------------------- Distributions in excess of net investment income -- (0.04) -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from capital paid-in -- (0.38) (0.52) (0.01) (0.01) - ---------------------------------------------------------------------------------------------------------------------------------- Total distributions (0.71) (0.80) (0.63) (0.60) (0.51) - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $9.76 $9.62 $8.85 $9.30 $9.28 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) (0.88)(4) 7.14 (1.30) 12.25 5.48 - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 12,880 12,882 8,949 35,334 27,537 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 1.41(4) 1.46 1.59 1.48 1.58 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 7.64(4) 7.89 7.00 6.43 5.54 - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 476 363 174 263 214 - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- CLASS B - PERIOD ENDED: 5/87(5) 10/87(6) 10/88 10/89 10/90 10/91 10/92 10/93 10/94 10/95 10/96 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $9.60 $10.79 $10.32 $10.98 $10.21 $10.38 $10.44 $9.74 $9.62 $8.85 $9.30 - ---------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 0.31 0.25 0.67 0.83 0.85 0.90 0.78 0.72 0.59(2) 0.55(2) 0.45(2) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments and foreign currency transactions 1.29 (0.18) 1.31 (0.27) 0.28 0.13 (0.59) (0.09) (0.78) 0.44 (0.02) - ---------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 1.60 0.07 1.98 0.56 1.13 1.03 0.19 0.63 (0.19) 0.99 0.43 - ---------------------------------------------------------------------------------------------------------------------------------- Less distributions: - ---------------------------------------------------------------------------------------------------------------------------------- Dividends from net investment income (0.26) (0.28) (0.68) (0.84) (0.85) (0.73) (0.89) (0.33) (0.06) (0.53) (0.44) - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gain on investments (0.15) (0.26) (0.64) (0.49) -- (0.24) -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions in excess of net investment income -- -- -- -- -- -- -- (0.04) -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------- Distributions from capital paid-in -- -- -- -- (0.11) -- -- (0.38) (0.52) (0.01) (0.01) - ---------------------------------------------------------------------------------------------------------------------------------- Total distributions (0.41) (0.54) (1.32) (1.33) (0.96) (0.97) (0.89) (0.75) (0.58) (0.54) 0.45 - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $10.79 $10.32 $10.98 $10.21 $10.38 $10.44 $9.74 $9.62 $8.85 $9.30 $9.28 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT RETURN AT NET ASSET VALUE(3) (%) 65.96(4) 1.59(4) 20.09 5.47 11.84 10.44 1.72 6.77 (1.88) 11.51 4.78 - ---------------------------------------------------------------------------------------------------------------------------------- RATIOS AND SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (000s omitted) ($) 18,253 58,658 174,833 255,214 186,524 192,687 199,102 197,166 114,656 65,600 45,897 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets (%) 2.41(4) 2.19(4) 1.74 1.75 1.82 1.90 1.91 1.91 2.17 2.16 2.25 - ---------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (%) 8.69(4) 6.32(4) 6.04 8.07 8.67 8.74 7.59 7.45 6.41 6.03 4.87 - ---------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (%) 140(4) 152(4) 364 333 186 159 476 363 174 263 214 - ---------------------------------------------------------------------------------------------------------------------------------- (1) Class A shares commenced operations on January 3, 1992. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment and does not reflect the effect of sales charges. (4) Annualized. (5) For the period December 17, 1986 (commencement of operations) to May 31, 1987. (6) For the period June 1, 1987 to October 31, 1987.
YOUR ACCOUNT - -------------------------------------------------------------------------------- CHOOSING A SHARE CLASS All John Hancock international/global funds offer two classes of shares, Class A and Class B. Each class has its own cost structure, allowing you to choose the one that best meets your requirements. Your financial representative can help you decide. - -------------------------------------------------------------------------------- CLASS A CLASS B - -------------------------------------------------------------------------------- o Front-end sales charges, as o No front-end sales charge; all your described below. There are several money goes to work for you right ways to reduce these charges, also away. described below. o Higher annual expenses than Class A o Lower annual expenses than Class B shares. shares. o A deferred sales charge, as described below. o Automatic conversion to Class A shares after eight years (five years for Short-Term Strategic Income Fund), thus reducing future annual expenses. For actual past expenses of Class A and B shares, see the fund-by-fund information earlier in this prospectus. - -------------------------------------------------------------------------------- HOW SALES CHARGES ARE CALCULATED CLASS A Sales charges are as follows: - -------------------------------------------------------------------------------- CLASS A SALES CHARGES - SHORT-TERM STRATEGIC INCOME - -------------------------------------------------------------------------------- AS A % OF AS A % OF YOUR YOUR INVESTMENT OFFERING PRICE INVESTMENT - -------------------------------------------------------------------------------- Up to $99,999 3.00% 3.09% - -------------------------------------------------------------------------------- $100,000 - $499,999 2.50% 2.56% - -------------------------------------------------------------------------------- $500,000 - $999,999 2.00% 2.04% - -------------------------------------------------------------------------------- $1,000,000 and over See below - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CLASS A SALES CHARGES - WORLD BOND - -------------------------------------------------------------------------------- AS A % OF AS A % OF YOUR YOUR INVESTMENT OFFERING PRICE INVESTMENT - -------------------------------------------------------------------------------- Up to $99,999 4.50% 4.71% - -------------------------------------------------------------------------------- $100,000 - $249,999 3.75% 3.90% - -------------------------------------------------------------------------------- $250,000 - $499,999 2.75% 2.83% - -------------------------------------------------------------------------------- $500,000 - $999,999 2.00% 2.04% - -------------------------------------------------------------------------------- $1,000,000 and over See below - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CLASS A SALES CHARGES - GROWTH FUNDS - -------------------------------------------------------------------------------- AS A % OF AS A % OF YOUR YOUR INVESTMENT OFFERING PRICE INVESTMENT - -------------------------------------------------------------------------------- Up to $49,999 5.00% 5.26% - -------------------------------------------------------------------------------- $50,000 - $99,999 4.50% 4.71% - -------------------------------------------------------------------------------- $100,000 - $249,999 3.50% 3.63% - -------------------------------------------------------------------------------- $250,000 - $499,999 2.50% 2.56% - -------------------------------------------------------------------------------- $500,000 - $999,999 2.00% 2.04% - -------------------------------------------------------------------------------- $1,000,000 and over See below - -------------------------------------------------------------------------------- INVESTMENTS OF $1 MILLION OR MORE Class A shares are available with no front-end sales charge. However, there is a contingent deferred sales charge (CDSC) on any shares sold within one year of purchase, as follows: - -------------------------------------------------------------------------------- CDSC ON $1 MILLION+ INVESTMENTS (ALL FUNDS) - -------------------------------------------------------------------------------- YOUR INVESTMENT CDSC ON SHARES BEING SOLD - -------------------------------------------------------------------------------- First $1M - $4,999,999 1.00% - -------------------------------------------------------------------------------- Next $1 - $5M above that 0.50% - -------------------------------------------------------------------------------- Next $1 or more above that 0.25% - -------------------------------------------------------------------------------- For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the LAST day of that month. The CDSC is based on the lesser of the original purchase cost or the current market value of the shares being sold, and is not charged on shares you acquired by reinvesting your dividends. To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that are not subject to a CDSC. CLASS B Shares are offered at their net asset value per share, without any initial sales charge. However, there is a contingent deferred sales charge (CDSC) on shares you sell within a certain time after you bought them, as described in the table below. There is no CDSC on shares acquired through reinvestment of dividends. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. The longer the time between the purchase and the sale of shares, the lower the rate of the CDSC: - -------------------------------------------------------------------------------- CLASS B DEFERRED CHARGES - -------------------------------------------------------------------------------- YEARS AFTER CDSC ON SHORT-TERM CDSC ON ALL PURCHASE STRATEGIC INCOME OTHER FUND SHARES SHARES BEING SOLD BEING SOLD - -------------------------------------------------------------------------------- 1st year 3.00% 5.00% - -------------------------------------------------------------------------------- 2nd year 2.00% 4.00% - -------------------------------------------------------------------------------- 3rd year 2.00% 3.00% - -------------------------------------------------------------------------------- 4th year 1.00% 3.00% - -------------------------------------------------------------------------------- 5th year None 2.00% - -------------------------------------------------------------------------------- 6th year None 1.00% - -------------------------------------------------------------------------------- After 6 years None None - -------------------------------------------------------------------------------- For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the FIRST day of that month. CDSC calculations are based on the number of shares involved, not on the value of your account. To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that carry no CDSC. If there are not enough of these to meet your request, we will sell those shares that have the lowest CDSC. - -------------------------------------------------------------------------------- SALES CHARGE REDUCTIONS AND WAIVERS REDUCING YOUR CLASS A SALES CHARGES There are several ways you can combine multiple purchases of Class A shares of John Hancock funds to take advantage of the breakpoints in the sales charge schedule. The first three ways can be combined in any manner. o Accumulation Privilege -- lets you add the value of any Class A shares you already own to the amount of your next Class A investment for purposes of calculating the sales charge. o Letter of Intention -- lets you purchase Class A shares of a fund over a 13-month period and receive the same sales charge as if all shares had been purchased at once. o Combination Privilege -- lets you combine Class A shares of multiple funds for purposes of calculating the sales charge. To utilize: complete the appropriate section of your application, or contact your financial representative or Signature Services to add these options (see the back cover of this prospectus). GROUP INVESTMENT PROGRAM Allows established groups of four or more investors to invest as a group. Each investor has an individual account, but for sales charge purposes the group's investments are lumped together, making the investors potentially eligible for reduced sales charges. There is no charge, no obligation to invest (although initial aggregate investments must be at least $250) and you may terminate the program at any time. To utilize: contact your financial representative or Signature Services to find out how to qualify. CDSC WAIVERS As long as Signature Services is notified at the time you sell, the CDSC for either share class will generally be waived in the following cases: o to make payments through certain systematic withdrawal plans o to make certain distributions from a retirement plan o because of shareholder death or disability To utilize: if you think you may be eligible for a CDSC waiver, contact your financial representative or Signature Services, or consult the SAI (see the back cover of this prospectus). REINSTATEMENT PRIVILEGE If you sell shares of a John Hancock fund, you may reinvest some or all of the proceeds in the same share class of any John Hancock fund within 120 days without a sales charge, as long as Signature Services is notified before you reinvest. If you paid a CDSC when you sold your shares, you will be credited with the amount of the CDSC. All accounts involved must have the same registration. To utilize: contact your financial representative or Signature Services. WAIVERS FOR CERTAIN INVESTORS Class A shares may be offered without front-end sales charges or CDSCs to various individuals and institutions, including: o government entities that are prohibited from paying mutual fund sales charges o financial institutions or common trust funds investing $1 million or more for non-discretionary accounts o selling brokers and their employees and sales representatives o financial representatives utilizing fund shares in fee-based investment products under agreement with John Hancock Funds o fund trustees and other individuals who are affiliated with these or other John Hancock funds o individuals transferring assets to a John Hancock fund from an employee benefit plan that has John Hancock funds o members of an approved affinity group financial services program o certain insurance company contract holders (one-year CDSC usually applies) o participants in certain retirement plans with at least 100 members (one-year CDSC applies) o clients of AFA, when their funds are transferred directly to Global Technology Fund from accounts managed by AFA o certain former shareholders of John Hancock National Aviation & Technology Fund and Nova Fund (applies to Global Technology Fund only). To utilize: if you think you may be eligible for a sales charge waiver, contact your financial representative or Signature Services, or consult the SAI. - -------------------------------------------------------------------------------- OPENING AN ACCOUNT 1 Read this prospectus carefully. 2 Determine how much you want to invest. The minimum initial investments for the John Hancock funds are as follows: o non-retirement account: $1,000 o retirement account: $250 o group investments: $250 o Monthly Automatic Accumulation Plan (MAAP): $25 to open; you must invest at least $25 a month 3 Complete the appropriate parts of the account application, carefully following the instructions. If you have questions, please contact your financial representative or call Signature Services at 1-800-225-5291. 4 Complete the appropriate parts of the account privileges section of the application. By applying for privileges now, you can avoid the delay and inconvenience of having to file an additional application if you want to add privileges later. 5 Make your initial investment using the table on the next page. You can initiate any purchase, exchange or sale of shares through your financial representative. - -------------------------------------------------------------------------------- BUYING SHARES - -------------------------------------------------------------------------------- OPENING AN ACCOUNT ADDING TO AN ACCOUNT - -------------------------------------------------------------------------------- BY CHECK - -------------------------------------------------------------------------------- [graphic omitted] o Make out a check for the investment o Make out a check for the investment amount, payable to "John Hancock amount payable to "John Hancock Signature Services, Inc." Signature Services, Inc." o Deliver the check and your completed o Fill out the detachable investment application to your financial slip from an account statement. If representative, or mail them to no slip is available, include a note Signature Services (address below). specifying the fund name, your share class, your account number and the name(s) in which the account is registered. o Deliver the check and your investment slip or note to your financial representative, or mail them to Signature Services (address below). - -------------------------------------------------------------------------------- BY EXCHANGE - -------------------------------------------------------------------------------- [graphic omitted] o Call your financial representative o Call Signature Services to request or Signature Services to request an an exchange. exchange. - -------------------------------------------------------------------------------- By wire - -------------------------------------------------------------------------------- [graphic omitted] o Deliver your completed application o Instruct your bank to wire the to your financial representative, or amount of your investment to: mail it to Signature Services. First Signature Bank & Trust o Obtain your account number by Account # 900000260 calling your financial Routing # 211475000 representative or Signature Specify the fund name, your share Services. class, your account number and the o Instruct your bank to wire the name(s) in which the account is amount of your investment to: registered. Your bank may charge a First Signature Bank & Trust fee to wire funds. Account # 900000260 Routing # 211475000 Specify the fund name, your choice of share class, the new account number and the name(s) in which the account is registered. Your bank may charge a fee to wire funds. - -------------------------------------------------------------------------------- By phone - -------------------------------------------------------------------------------- [graphic omitted] See "By wire" and "By exchange." o Verify that your bank or credit union is a member of the Automated Clearing House (ACH) system. o Complete the "Invest-By-Phone" and "Bank Information" sections on your account application. o Call Signature Services to verify that these features are in place on your account. o Tell the Signature Services representative the fund name, your share class, your account number, the name(s) in which the account is registered and the amount of your investment. ADDRESS John Hancock Signature Services, Inc. 1 John Hancock Way STE 1000 Boston, MA 02217-1000 PHONE NUMBER 1-800-225-5291 Or contact your financial To open or add to an account using the representative for instructions and Monthly Automatic Accumulation assistance. Program, see "Additional investor services." - -------------------------------------------------------------------------------- SELLING SHARES - -------------------------------------------------------------------------------- DESIGNED FOR TO SELL SOME OR ALL OF YOUR SHARES - -------------------------------------------------------------------------------- BY LETTER - -------------------------------------------------------------------------------- [graphic omitted] o Accounts of any type. o Write a letter of instruction or o Sales of any amount. complete a stock power indicating the fund name, your share class, your account number, the name(s) in which the account is registered and the dollar value or number of shares you wish to sell. o Include all signatures and any additional documents that may be required (see next page). o Mail the materials to Signature Services. o A check will be mailed to the name(s) and address in which the account is registered, or otherwise according to your letter of instruction. - -------------------------------------------------------------------------------- BY PHONE - -------------------------------------------------------------------------------- [graphic omitted] o Most accounts. o For automated service 24 hours a day o Sales of up to $100,000. using your touch-tone phone, call the EASI-Line at 1-800-338-8080. o To place your order with a representative at John Hancock Funds, call Signature Services between 8 A.M. and 4 P.M. Eastern Time on most business days. - -------------------------------------------------------------------------------- BY WIRE OR ELECTRONIC FUNDS TRANSFER (EFT) - -------------------------------------------------------------------------------- [graphic omitted] o Requests by letter to sell any o Fill out the "Telephone Redemption" amount (accounts of any type). section of your new account o Requests by phone to sell up to application. $100,000 (accounts with telephone o To verify that the telephone redemption privileges). redemption privilege is in place on an account, or to request the forms to add it to an existing account, call Signature Services. o Amounts of $1,000 or more will be wired on the next business day. A $4 fee will be deducted from your account. o Amounts of less than $1,000 may be sent by EFT or by check. Funds from EFT transactions are generally available by the second business day. Your bank may charge a fee for this service. - -------------------------------------------------------------------------------- BY EXCHANGE - -------------------------------------------------------------------------------- [graphic omitted] o Accounts of any type. o Obtain a current prospectus for the o Sales of any amount. fund into which you are exchanging by calling your financial representative or Signature Services. o Call Signature Services to request an exchange. - -------------------------------------------------------------------------------- BY CHECK - -------------------------------------------------------------------------------- [graphic omitted] o Short-Term Strategic Income Fund o Request checkwriting on your account only. application. o Any account with checkwriting o Verify that the shares to be sold privileges. were purchased more than 10 days o Sales of over $100. earlier or were purchased by wire. o Write a check for any amount over $100. ADDRESS John Hancock Signature Services, Inc. 1 John Hancock Way STE 1000 Boston, MA 02217-1000 PHONE NUMBER 1-800-225-5291 Or contact your financial To sell shares through a systematic representative for instructions and withdrawal plan, see "Additional assistance. investor services." SELLING SHARES IN WRITING In certain circumstances, you will need to make your request to sell shares in writing. You may need to include additional items with your request, as shown in the table below. You may also need to include a signature guarantee, which protects you against fraudulent orders. You will need a signature guarantee if: o your address of record has changed within the past 30 days o you are selling more than $100,000 worth of shares o you are requesting payment other than by a check mailed to the address of record and payable to the registered owner(s) You can generally obtain a signature guarantee from the following sources: o a broker or securities dealer o a federal savings, cooperative or other type of bank o a savings and loan or other thrift institution o a credit union o a securities exchange or clearing agency A notary public CANNOT provide a signature guarantee. - -------------------------------------------------------------------------------- SELLER REQUIREMENTS FOR WRITTEN REQUESTS - -------------------------------------------------------------------------------- [graphic omitted] Owners of individual, joint, sole o Letter of instruction. proprietorship, UGMA/UTMA (custodial o On the letter, the signatures and accounts for minors) or general titles of all persons authorized to partner accounts. sign for the account, exactly as the account is registered. o Signature guarantee if applicable (see above). - -------------------------------------------------------------------------------- Owners of corporate or association o Letter of instruction. accounts. o Corporate resolution, certified within the past 90 days. o On the letter and the resolution, the signature of the person(s) authorized to sign for the account. o Signature guarantee if applicable (see above). - -------------------------------------------------------------------------------- Owners or trustees of trust accounts. o Letter of instruction. o On the letter, the signature(s) of the trustee(s). o If the names of all trustees are not registered on the account, please also provide a copy of the trust document certified within the past 60 days. o Signature guarantee if applicable (see above). - -------------------------------------------------------------------------------- Joint tenancy shareholders whose o Letter of instruction signed by co-tenants are deceased. surviving tenant. o Copy of death certificate. o Signature guarantee if applicable (see above). - -------------------------------------------------------------------------------- Executors of shareholder estates. o Letter of instruction signed by executor. o Copy of order appointing executor. o Signature guarantee if applicable (see above). - -------------------------------------------------------------------------------- Administrators, conservators, o Call 1-800-225-5291 for guardians and other sellers or account instructions. types not listed above. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSACTION POLICIES VALUATION OF SHARES The net asset value per share (NAV) for each fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4 P.M. Eastern Time) by dividing a class's net assets by the number of its shares outstanding. BUY AND SELL PRICES When you buy shares, you pay the NAV plus any applicable sales charges, as described earlier. When you sell shares, you receive the NAV minus any applicable deferred sales charges. EXECUTION OF REQUESTS Each fund is open on those days when the New York Stock Exchange is open, typically Monday through Friday. Buy and sell requests are executed at the next NAV to be calculated after your request is accepted by Signature Services. At times of peak activity, it may be difficult to place requests by phone. During these times, consider using EASI-Line or sending your request in writing. In unusual circumstances, any fund may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to three business days or longer, as allowed by federal securities laws. TELEPHONE TRANSACTIONS For your protection, telephone requests may be recorded in order to verify their accuracy. In addition, Signature Services will take measures to verify the identity of the caller, such as asking for name, account number, Social Security or other taxpayer ID number and other relevant information. If appropriate measures are taken, Signature Services is not responsible for any losses that may occur to any account due to an unauthorized telephone call. Also for your protection, telephone transactions are not permitted on accounts whose names or addresses have changed within the past 30 days. Proceeds from telephone transactions can only be mailed to the address of record. EXCHANGES You may exchange shares of one John Hancock fund for shares of the same class of any other, generally without paying any additional sales charges. The registration for both accounts involved must be identical. Class B shares will continue to age from the original date and will retain the same CDSC rate as they had before the exchange, except that the rate will change to the new fund's rate if that rate is higher. A CDSC rate that has increased will drop again with a future exchange into a fund with a lower rate. To protect the interests of other investors in the fund, a fund may cancel the exchange privileges of any parties that, in the opinion of the fund, are using market timing strategies or making more than seven exchanges per owner or controlling party per calendar year. A fund may also refuse any exchange order. A fund may change or cancel its exchange policies at any time, upon 60 days' notice to its shareholders. CERTIFICATED SHARES Most shares are electronically recorded. If you wish to have certificates for your shares, please write to Signature Services. Certificated shares can only be sold by returning the certificates to Signature Services, along with a letter of instruction or a stock power and a signature guarantee. SALES IN ADVANCE OF PURCHASE PAYMENTS When you place a request to sell shares for which the purchase money has not yet been collected, the request will be executed in a timely fashion, but the fund will not release the proceeds to you until your purchase payment clears. This may take up to ten business days after the purchase. FOREIGN CURRENCIES Purchases must be made in U.S. dollars. Purchases in foreign currencies must be converted, which may result in a fee and delayed execution. ELIGIBILITY BY STATE You may only invest in, or exchange into, fund shares legally available in your state. - -------------------------------------------------------------------------------- DIVIDENDS AND ACCOUNT POLICIES Account statements In general, you will receive account statements as follows: o after every transaction (except a dividend reinvestment) that affects your account balance o after any changes of name or address of the registered owner(s) o in all other circumstances, every quarter Every year you should also receive, if applicable, a Form 1099 tax information statement, mailed by January 31. DIVIDENDS The income funds generally declare income dividends daily and pay them monthly. These income dividends begin accruing the day after payment is received by the fund and continue through the day your shares are actually sold. The growth funds pay income dividends, if any, annually. All funds distribute capital gains, if any, annually. DIVIDEND REINVESTMENTS Most investors have their dividends reinvested in additional shares of the same fund and class. If you choose this option, or if you do not indicate any choice, your dividends will be reinvested on the dividend record date. Alternatively, you can choose to have a check for your dividends mailed to you. However, if the check is not deliverable, your dividends will be reinvested. TAXABILITY OF DIVIDENDS As long as a fund meets the requirements for being a tax-qualified regulated investment company, which each fund has in the past and intends to in the future, it pays no federal income tax on the earnings it distributes to shareholders. Consequently, dividends you receive from a fund, whether reinvested or taken as cash, are generally considered taxable. Dividends from a fund's long-term capital gains are taxable as capital gains; dividends from other sources are generally taxable as ordinary income. Some dividends paid in January may be taxable as if they had been paid the previous December. Corporations may be entitled to take a dividends-received deduction for a portion of certain dividends they receive from the growth funds. The Form 1099 that is mailed to you every January details your dividends and their federal tax category, although you should verify your tax liability with your tax professional. TAXABILITY OF TRANSACTIONS Any time you sell or exchange shares, it is considered a taxable event for you. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transactions. SMALL ACCOUNTS (NON-RETIREMENT ONLY) If you draw down a non-retirement account so that its total value is less than $1,000, you may be asked to purchase more shares within 30 days. If you do not take action, your fund may close out your account and mail you the proceeds. Alternatively, Signature Services may charge you $10 a year to maintain your account. You will not be charged a CDSC if your account is closed for this reason, and your account will not be closed if its drop in value is due to fund performance or the effects of sales charges. - -------------------------------------------------------------------------------- ADDITIONAL INVESTOR SERVICES MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP) MAAP lets you set up regular investments from your paycheck or bank account to the John Hancock fund(s) of your choice. You determine the frequency and amount of your investments, and you can terminate your program at any time. To establish: o Complete the appropriate parts of your account application. o If you are using MAAP to open an account, make out a check ($25 minimum) for your first investment amount payable to "John Hancock Signature Services, Inc." Deliver your check and application to your financial representative or Signature Services. SYSTEMATIC WITHDRAWAL PLAN This plan may be used for routine bill payments or periodic withdrawals from your account. To establish: o Make sure you have at least $5,000 worth of shares in your account. o Make sure you are not planning to invest more money in this account (buying shares during a period when you are also selling shares of the same fund is not advantageous to you, because of sales charges). o Specify the payee(s). The payee may be yourself or any other party, and there is no limit to the number of payees you may have, as long as they are all on the same payment schedule. o Determine the schedule: monthly, quarterly, semi-annually, annually or in certain selected months. o Fill out the relevant part of the account application. To add a systematic withdrawal plan to an existing account, contact your financial representative or Signature Services. RETIREMENT PLANS John Hancock Funds offers a range of qualified retirement plans, including IRAs, SEPs, 401(k) plans, 403(b) plans (including TSAs) and other pension and profit-sharing plans. Using these plans, you can invest in any John Hancock fund (except tax-free income funds) with a low minimum investment of $250 or, for some group plans, no minimum investment at all. To find out more, call Signature Services at 1-800-225-5291. FUND DETAILS - -------------------------------------------------------------------------------- BUSINESS STRUCTURE HOW THE FUNDS ARE ORGANIZED Each John Hancock international/global fund is an open-end management investment company or a series of such a company. Each fund is supervised by a board of trustees, an independent body that has ultimate responsibility for the fund's activities. The board retains various companies to carry out the fund's operations, including the investment adviser, custodian, transfer agent and others (see diagram). The board has the right, and the obligation, to terminate the fund's relationship with any of these companies and to retain a different company if the board believes it is in the shareholders' best interests. At a mutual fund's inception, the initial shareholder (typically the adviser) appoints the fund's board. Thereafter, the board and the shareholders determine the board's membership. The boards of the John Hancock international/global funds may include individuals who are affiliated with the investment adviser. However, the majority of board members must be independent. The funds do not hold annual shareholder meetings, but may hold special meetings for such purposes as electing or removing board members, changing fundamental policies, approving a management contract or approving a 12b-1 plan (12b-1 fees are explained in "Sales compensation"). ------------ SHAREHOLDERS ------------ | -------------------------------------------- | FINANCIAL SERVICES FIRMS AND | THEIR REPRESENTATIVES | DISTRIBUTION AND | SHAREHOLDERS SERVICES Advise current and prospective share- | holders on their fund investments, often | in the context of an overall financial plan. | -------------------------------------------- | | | | ------------------------------------------- ------------------------------------------------- | PRINCIPAL DISTRIBUTOR TRANSFER AGENT | | John Hancock Funds, Inc. John Hancock Signature Services, Inc. | 101 Huntington Avenue 1 John Hancock Way STE 1000 | Boston, MA 02199-7603 | Handles shareholder services, including record- | Markets the funds and distributes shares keeping and statements, distribution of dividends | through selling brokers, financial planners and processing of buy and sell requests. | and other financial representatives. ------------------------------------------------- | -------------------------------------------
- ------------------------------ ------------------------------- ------------------------------------ | SUBADVISERS INVESTMENT ADVISER CUSTODIANS | American Fund Advisors, Inc. John Hancock Advisers, Inc. Investors Bank & Trust Co. | 1415 Kelium Place 101 Huntington Avenue 89 South Street | Garden City, NY 11530 Boston, MA 02199-7603 Boston, MA 02111 ASSET | MANAGEMENT | John Hancock Advisers Manages the fund's business and State Street Bank and Trust Company | International Limited investment activities. 225 Franklin Street | 34 Dover Street ------------------------------- Boston, MA 02110 | London, UK W1X 3RA | Hold the funds' assets , settle all | Indosuez Asia Advisers Limited portfolio trades and collect most of | One Exchange Square the valuation data required for | Hong Kong calculating each fund's NAV. | ------------------------------------ | Provide portfolio management to certain funds. - ------------------------------
------------------------------- TRUSTEES Supervise the funds' activities ------------------------------- ACCOUNTING COMPENSATION The funds (except for Global Technology) compensate the adviser for performing tax and financial management services. Annual compensation is not expected to exceed 0.02% of each fund's average net assets. Global Technology pays a $100,000 administration fee to the adviser. PORTFOLIO TRADES In placing portfolio trades, the adviser may use brokerage firms that market the fund's shares or are affiliated with John Hancock Mutual Life Insurance Company, but only when the adviser believes no other firm offers a better combination of quality execution (i.e., timeliness and completeness) and favorable price. INVESTMENT GOALS Except for Global Rx Fund, International Fund and World Bond Fund, each fund's investment goal is fundamental and may only be changed with shareholder approval. DIVERSIFICATION Except for Global Rx Fund, Short-Term Strategic Income Fund and World Bond Fund, all of the international/global funds are diversified. - -------------------------------------------------------------------------------- SALES COMPENSATION As part of their business strategies, the funds, along with John Hancock Funds, pay compensation to financial services firms that sell the funds' shares. These firms typically pass along a portion of this compensation to your financial representative. Compensation payments originate from two sources: from sales charges and from 12b-1 fees that are paid out of the funds' assets ("12b-1" refers to the federal securities regulation authorizing annual fees of this type). The 12b-1 fee rates vary by fund and by share class, according to Rule 12b-1 plans adopted by the funds. The sales charges and 12b-1 fees paid by investors are detailed in the fund-by-fund information. The portions of these expenses that are reallowed to financial services firms are shown on the next page. Distribution fees may be used to pay for sales compensation to financial services firms, marketing and overhead expenses and, for Class B shares, interest expenses. - -------------------------------------------------------------------------------- CLASS B UNREIMBURSED DISTRIBUTION EXPENSES(1) - -------------------------------------------------------------------------------- UNREIMBURSED AS A % OF FUND EXPENSES NET ASSETS - -------------------------------------------------------------------------------- Global $ 800,320 3.06% - -------------------------------------------------------------------------------- Global Marketplace $ 172,913 0.64% - -------------------------------------------------------------------------------- Global Rx $ 461,009 1.19% - -------------------------------------------------------------------------------- Global Technology $ 1,170,398 2.59% - -------------------------------------------------------------------------------- International $ 435,589 3.59% - -------------------------------------------------------------------------------- Pacific Basin Equities $ 979,454 3.04% - -------------------------------------------------------------------------------- Short-Term Strategic Income $ 2,532,676 3.87% - -------------------------------------------------------------------------------- World Bond $ 4,967,286 9.07% - -------------------------------------------------------------------------------- (1) As of the most recent fiscal year end covered by each fund's financial highlights. These expenses may be carried forward indefinitely. INITIAL COMPENSATION Whenever you make an investment in a fund or funds, the financial services firm receives either a reallowance from the initial sales charge or a commission, as described below. The firm also receives the first year's service fee at this time. ANNUAL COMPENSATION Beginning with the second year after an investment is made, the financial services firm receives an annual service fee of 0.25% of its total eligible net assets. This fee is paid quarterly in arrears. Financial services firms selling large amounts of fund shares may receive extra compensation. This compensation, which John Hancock Funds pays out of its own resources, may include asset retention fees as well as reimbursement for marketing expenses.
- --------------------------------------------------------------------------------------------------------------------------- CLASS A INVESTMENTS - --------------------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE REALLOWANCE FIRST YEAR MAXIMUM PAID BY INVESTORS OR COMMISSION SERVICE FEE TOTAL COMPENSATION(1) (% of offering price) (% of offering price) (% of net investment) (% of offering price) - --------------------------------------------------------------------------------------------------------------------------- SHORT-TERM STRATEGIC INCOME FUND - --------------------------------------------------------------------------------------------------------------------------- Up to $99,999 3.00% 2.26% 0.25% 2.50% - --------------------------------------------------------------------------------------------------------------------------- $100,000 - $499,999 2.50% 2.01% 0.25% 2.25% - --------------------------------------------------------------------------------------------------------------------------- $500,000 - $999,999 2.00% 1.51% 0.25% 1.75% - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- WORLD BOND FUND - --------------------------------------------------------------------------------------------------------------------------- Up to $99,999 4.50% 3.76% 0.25% 4.00% - --------------------------------------------------------------------------------------------------------------------------- $100,000 - $249,999 3.75% 3.01% 0.25% 3.25% - --------------------------------------------------------------------------------------------------------------------------- $250,000 - $499,999 2.75% 2.06% 0.25% 2.30% - --------------------------------------------------------------------------------------------------------------------------- $500,000 - $999,999 2.00% 1.51% 0.25% 1.75% - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- GROWTH FUNDS - --------------------------------------------------------------------------------------------------------------------------- Up to $49,999 5.00% 4.01% 0.25% 4.25% - --------------------------------------------------------------------------------------------------------------------------- $50,000 - $99,999 4.50% 3.51% 0.25% 3.75% - --------------------------------------------------------------------------------------------------------------------------- $100,000 - $249,999 3.50% 2.61% 0.25% 2.85% - --------------------------------------------------------------------------------------------------------------------------- $250,000 - $499,999 2.50% 1.86% 0.25% 2.10% - --------------------------------------------------------------------------------------------------------------------------- $500,000 - $999,999 2.00% 1.36% 0.25% 1.60% - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- REGULAR INVESTMENTS OF $1 MILLION OR MORE (ALL FUNDS) - --------------------------------------------------------------------------------------------------------------------------- First $1M - $4,999,999 -- 0.75% 0.25% 1.00% - --------------------------------------------------------------------------------------------------------------------------- Next $1 - $5M above that -- 0.25% 0.25% 0.50% - --------------------------------------------------------------------------------------------------------------------------- Next $1 or more above that -- 0.00% 0.25% 0.25% - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- WAIVER INVESTMENTS(2) -- 0.00% 0.25% 0.25% - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- CLASS B INVESTMENTS - --------------------------------------------------------------------------------------------------------------------------- MAXIMUM REALLOWANCE FIRST YEAR MAXIMUM OR COMMISSION SERVICE FEE TOTAL COMPENSATION (% of offering price) (% of net investment) (% of offering price) - --------------------------------------------------------------------------------------------------------------------------- SHORT-TERM STRATEGIC INCOME FUND - --------------------------------------------------------------------------------------------------------------------------- All amounts 2.25% 0.25% 2.50% - --------------------------------------------------------------------------------------------------------------------------- ALL OTHER FUNDS - --------------------------------------------------------------------------------------------------------------------------- All amounts 3.75% 0.25% 4.00% - --------------------------------------------------------------------------------------------------------------------------- (1) Reallowance/commission percentages and service fee percentages are calculated from different amounts, and therefore may not equal total compensation percentages if combined using simple addition. (2) Refers to any investments made by municipalities, financial institutions, trusts and affinity group members that take advantage of the sales charge waivers described earlier in this prospectus. CDSC revenues collected by John Hancock Funds may be used to pay commissions when there is no initial sales charge.
- -------------------------------------------------------------------------------- MORE ABOUT RISK A fund's risk profile is largely defined by the fund's primary securities and investment practices. You may find the most concise description of each fund's risk profile in the fund-by-fund information. The funds are permitted to utilize -- within limits established by the trustees - -- certain other securities and investment practices that have higher risks and opportunities associated with them. To the extent that a fund utilizes these securities or practices, its overall performance may be affected, either positively or negatively. On the following pages are brief descriptions of these securities and practices, along with the risks associated with them. The funds follow certain policies that may reduce these risks. As with any mutual fund, there is no guarantee that the performance of a John Hancock international/global fund will be positive over any period of time -- days, months or years. However, international markets have performed better over the past two decades than domestic markets. - -------------------------------------------------------------------------------- TYPES OF INVESTMENT RISK CORRELATION RISK The risk that changes in the value of a hedging instrument will not match those of the asset being hedged (hedging is the use of one investment to offset the effects of another investment). CREDIT RISK The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. CURRENCY RISK The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign currency denominated investments, and may widen any losses. EXTENSION RISK The risk that an unexpected rise in interest rates will extend the life of a mortgage-backed security beyond the expected prepayment time, typically reducing the security's value. INFORMATION RISK The risk that key information about a security or market is inaccurate or unavailable. INTEREST RATE RISK The risk of market losses attributable to changes in interest rates. With fixed-rate securities, a rise in interest rates typically causes a fall in values, while a fall in rates typically causes a rise in values. LEVERAGE RISK Associated with securities or practices (such as borrowing) that multiply small index or market movements into large changes in value. o HEDGED When a derivative (a security whose value is based on another security or index) is used as a hedge against an opposite position that the fund also holds, any loss generated by the derivative should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. o SPECULATIVE To the extent that a derivative is not used as a hedge, the fund is directly exposed to the risks of that derivative. Gains or losses from speculative positions in a derivative may be substantially greater than the derivative's original cost. LIQUIDITY RISK The risk that certain securities may be difficult or impossible to sell at the time and the price that the seller would like. The seller may have to lower the price, sell other securities instead, or forego an investment opportunity, any of which could have a negative effect on fund management or performance. MANAGEMENT RISK The risk that a strategy used by a fund's management may fail to produce the intended result. Common to all mutual funds. MARKET RISK The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Common to all stocks and bonds and the mutual funds that invest in them. NATURAL EVENT RISK The risk of losses attributable to natural disasters, crop failures and similar events. OPPORTUNITY RISK The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments. POLITICAL RISK The risk of losses attributable to government or political actions, from changes in tax or trade statutes to governmental collapse and war. PREPAYMENT RISK The risk that unanticipated prepayments may occur, reducing the value of mortgage-backed securities. VALUATION RISK The risk that a fund has valued certain of its securities at a higher price than it can sell them for. - ------------------------------------------------------------------------------------------------------------------------------------ HIGHER-RISK SECURITIES AND PRACTICES - ------------------------------------------------------------------------------------------------------------------------------------ This table shows each fund's investment limitations as a percentage of portfolio assets. In each case the principal types of risk are listed (see previous page for definitions). Numbers in this table show allowable usage only; for actual usage, consult the fund's annual/semi-annual reports. 10 Percent of total assets ( [ ] ) 10 Percent of net assets (roman type) X No policy limitation on usage; fund may be using currently o Permitted, but has not typically been used - -- Not permitted - ------------------------------------------------------------------------------------------------------------------------------------ Pacific Short-Term Global Global Basin Strategic World Global Marketplace Global Rx Technology International Equities Income Bond ------ ----------- --------- ---------- ------------- -------- ----------- ----- INVESTMENT PRACTICES BORROWING: REVERSE REPURCHASE AGREEMENTS The borrowing of money from banks or through reverse repurchase agreements. Leverage credit risks. [10] [33.3] [33.3] 10 [33.3] [33.3] [10] 10 CURRENCY TRADING The direct trading or holding of foreign currencies as an asset. Currency risk. X X X X X X X X REPURCHASE AGREEMENTS The purchase of a security that must later be sold back to the issuer at the same price plus interest. Credit risk. X X X X X X X X SECURITIES LENDING The lending of securities to financial institutions, which provide cash or government securities as collateral. Credit risk. [10] [33.3] [33.3] [33.3] [33.3] [33.3] [30] [30] SHORT SALES The selling of securities which have been borrowed on the expectation that the market price will drop. o Hedged. Hedged leverage, market, correlation, liquidity, opportunity risks -- o o -- o o -- -- o Speculative. Speculative leverage, market, liquidity risks. -- o o -- o -- -- -- SHORT-TERM TRADING Selling a security soon after purchase. A portfolio engaging in short-term trading will have higher turnover and transaction expenses. Market risk. X X X X X X X X WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS The purchase or sale of securities for delivery at a future date; market value may change before delivery. Market, opportunity, leverage risks. X X X X X X X X - ------------------------------------------------------------------------------------------------------------------------------------ CONVENTIONAL SECURITIES FOREIGN DEBT SECURITIES Debt securities issued by foreign governments or companies. Credit, currency, interest rate, market, political risks. [5] [35](1) [35](1) 10(2) [35](1) [35](1) X(1) X(1) NON-INVESTMENT-GRADE DEBT SECURITIES Debt securities rated below BBB/Baa are considered junk bonds. Credit, market, interest rate, liquidity, valuation, information risks. -- -- [35] 10(2) -- -- [67] [35] RESTRICTED AND ILLIQUID SECURITIES Securities not traded on the open market. May include illiquid Rule 144A securities. Liquidity, valuation, market risks. 15 15 15 15 15 15 15 15 - ------------------------------------------------------------------------------------------------------------------------------------ UNLEVERAGED DERIVATIVE SECURITIES ASSET-BACKED SECURITIES Securities backed by unsecured debt, such as credit card debt; these securities are often guaranteed or over-collateralized to enhance their credit quality. Credit, interest rate risks. o o o o o o X X MORTGAGE-BACKED SECURITIES Securities backed by pools of mortgages, including passthrough certificates, PACs, TACs and other senior classes of collateralized mortgage obligations (CMOs). Credit, extension, prepayment, interest rate risks. o o o o o o X X PARTICIPATION INTERESTS Securities representing an interest in another security or in bank loans. Credit, interest rate, liquidity, valuation risks. -- -- -- 10(2) -- -- 15(3) 15(3)
- ------------------------------------------------------------------------------------------------------------------------------------ HIGHER-RISK SECURITIES AND PRACTICES (cont'd) - ------------------------------------------------------------------------------------------------------------------------------------ Pacific Short-Term Global Global Basin Strategic World Global Marketplace Global Rx Technology International Equities Income Bond ------ ----------- --------- ---------- ------------- -------- ----------- ----- LEVERAGED DERIVATIVE SECURITIES CURRENCY CONTRACTS Contracts involving the right or obligation to buy or sell a given amount of foreign currency at a specified price and future date. o HEDGED. Currency, hedged leverage, correlation, liquidity, opportunity risks. X X X X X X X X o SPECULATIVE. Currency, speculative leverage, liquidity risks. o o o o o o o o FINANCIAL FUTURES AND OPTIONS; SECURITIES AND INDEX OPTIONS Contracts involving the right or obligation to deliver or receive assets or money depending on the performance of one or more assets or an economic index. o FUTURES AND RELATED OPTIONS. Interest rate, currency, market, hedged or speculative leverage, correlation, liquidity, opportunity risks. X X X o X X X X o OPTIONS ON SECURITIES AND INDICES. Interest rate, currency, market, hedged or speculative leverage, correlation, liquidity, credit, opportunity risks. o o o o o o o o STRUCTURED SECURITIES Indexed and/or leveraged mortgage-backed and other debt securities, including principal-only and interest-only securities, leveraged floating rate securities and others. These securities tend to be highly sensitive to interest rate movements and their performance may not correlate to these movements in a conventional fashion. Credit, interest rate, extension, prepayment, market, speculative leverage, liquidity, valuation risks. X X X 10(2) X X X X (1) No more than 25% of the fund's assets will be invested in securities of any one foreign government. (2) Included in the 10% limitation on debt securities. (3) Included in the 15% limitation on illiquid securities. (4) Applies to purchased options only.
- -------------------------------------------------------------------------------- ANALYSIS OF FUNDS WITH 5% OR MORE JUNK BONDS(1) - -------------------------------------------------------------------------------- INVESTMENT-GRADE BONDS QUALITY RATING SHORT-TERM STRATEGIC (S&P/MOODY'S)(2) INCOME FUND ----------------- -------------------- AAA/Aaa 12.8% AA/Aa 26.6% A/A 6.0% BBB/Baa 7.6% - -------------------------------------------------------------------------------- JUNK BONDS QUALITY RATING SHORT-TERM STRATEGIC (S&P/MOODY'S)(2) INCOME FUND ----------------- -------------------- BB/Ba 26.2% B/B 14.9% CCC/Caa 1.0% CC/Ca 0.0% C/C 0.0% D 0.2% % OF PORTFOLIO IN BONDS 95.3% - -------------------------------------------------------------------------------- INVESTMENT-GRADE BONDS QUALITY RATING WORLD BOND (S&P/MOODY'S)(2) FUND ----------------- ---------- AAA/Aaa 65.7% AA/Aa 25.5% A/A 2.3% BBB/Baa 0.3% - -------------------------------------------------------------------------------- JUNK BONDS QUALITY RATING WORLD BOND (S&P/MOODY'S)(2) FUND ----------------- ---------- BB/Ba 2.6% B/B 1.3% CCC/Caa 0.0% CC/Ca 0.0% C/C 0.0% D 0.0% % OF PORTFOLIO IN BONDS 97.7% - -------------------------------------------------------------------------------- (1) Average weighted quality distribution for the most recent fiscal year. (2) In cases where the S&P and Moody's ratings for a given bond issue do not agree, the issue has been counted in the higher category. FOR MORE INFORMATION - -------------------------------------------------------------------------------- Two documents are available that offer further information on John Hancock international/global funds: ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS Includes financial statements, detailed performance information, portfolio holdings, a statement from portfolio management and the auditor's report. STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI contains more detailed information on all aspects of the funds. The current annual/ semi-annual report is included in the SAI. A current SAI has been filed with the Securities and Exchange Commission and is incorporated by reference (is legally a part of this prospectus). To request a free copy of the current annual/semi-annual report or SAI, please write or call: John Hancock Signature Services, Inc. 1 John Hancock Way STE 1000 Boston, MA 02217-1000 Telephone: 1-800-225-5291 EASI-Line: 1-800-338-8080 TDD: 1-800-544-6713 Internet: www.jhancock.com/funds 101 Huntington Avenue Boston, Massachusetts 02199-7603 (C) 1996 John Hancock Funds, Inc. GLIPN 3/97 JOHN HANCOCK EMERGING GROWTH FUND CLASS A AND CLASS B SHARES STATEMENT OF ADDITIONAL INFORMATION March 1, 1997 This Statement of Additional Information provides information about John Hancock Emerging Growth Fund (the "Fund"), in addition to the information that is contained in the combined Growth Fund's Prospectus, dated March 1, 1997 (the "Prospectus"). The Fund is a diversified series of John Hancock Series Trust (the "Trust"). This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectus, a copy of which can be obtained free of charge by writing or telephoning: John Hancock Signature Services, Inc. 1 John Hancock Way STE 1000 Boston, Massachusetts 02217-1000 1-800-225-5291 TABLE OF CONTENTS Page Organization of the Trust 2 Investment Objective and Policies 2 Investment Restrictions 14 Those Responsible for Management 17 Investment Advisory and Other Services 27 Distribution Contract 29 Net Asset Value 30 Initial Sales Charge on Class A Shares 31 Deferred Sales Charge on Class B Shares 34 Special Redemptions 37 Additional Services and Programs 37 Description of the Fund's Shares 38 Tax Status 40 Calculation of Performance 44 Brokerage Allocation 45 Transfer Agent Services 47 Custody of Portfolio 47 Independent Auditors 47 Appendix A A-1 Financial Statements F-1 1 ORGANIZATION OF THE TRUST The Trust is an open-end management investment company organized as a Massachusetts business trust under a Declaration of Trust dated December 2, 1996. Prior to December 2, 1996, the Fund was a series of John Hancock Technology Series, Inc., a Maryland corporation. On December 2, 1996, the Trust assumed the Registration Statement of John Hancock Technology Series, Inc. Prior to December 22, 1994, the Fund was called Transamerica Emerging Growth Fund. The Fund is managed by John Hancock Advisers, Inc. (the "Adviser"), a wholly-owned indirect subsidiary of John Hancock Mutual Life Insurance Company (the "Life Company"), chartered in 1862 with national headquarters at John Hancock Place, Boston, Massachusetts. INVESTMENT OBJECTIVE AND POLICIES The following information supplements the discussion of the Fund's investment objective and policies discussed in the Prospectus. The Fund seeks long-term growth of capital appreciation. To pursue this goal, the Fund invests in emerging companies (market capitalization of less than $1 billion). In normal circumstances, the Fund will invest at least 80% of its assets in these companies. Current income is not a factor of consequence in the selection of stocks for the Fund. In order to achieve its objective, the Fund invests in a diversified group of companies whose growth rates are expected to significantly exceed that of the average industrial company. It invests in these companies early in their corporate life cycle before they become widely recognized and well known, and while their reputations and track records are still emerging ("emerging companies"). Consequently, the Fund invests in the stocks of emerging companies whose capitalization, sales and earnings are smaller than those of the Fortune 500 companies. Further, the Fund's investments in emerging company stocks may include those of more established companies which offer the possibility of rapidly accelerating earnings because of revitalized management, new products, or structural changes in the economy. There can be no assurance that the Fund will achieve its investment objective. The nature of investing in emerging companies involves greater risk than is customarily associated with investments in more established companies. In particular, the value of securities of emerging companies tends to fluctuate more widely than other types of investments. Because emerging companies may be in the early stages of their development, they may be dependent on a relatively few products or services. They may also lack adequate capital reserves or may be dependent on one or two management individuals. Their stocks are often traded "over-the-counter" or on a regional exchange, and may not be traded in volumes typical of trading on a national exchange. Consequently, the investment risk is higher than that normally associated with larger, older, better-known companies. In order to help reduce this risk, the Fund allocates its investments among different industries. Most of the Fund's investments will be in equity securities of U.S. companies. However, since many emerging companies are located outside the United States, a significant portion of the Fund's investments may occasionally be invested in equity securities of non-U.S. companies. 2 While the Fund will invest primarily in emerging companies, the balance of the Fund's assets may be invested in: (1) other common stocks; (2) preferred stocks; (3) convertible securities (up to 10% of the Fund's total assets may be invested in convertible securities rated as low as "B" by Standard & Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's") or, if unrated, determined by John Hancock Advisers, Inc. (the "Adviser") to be comparable in quality to those rated "B"; (4) warrants; and (5) debt obligations of the U.S. Government, its agencies and instrumentalities. In order to provide liquidity for the purchase of new investments and to effect redemptions of its shares, the Fund will invest a portion of its assets in high quality, short-term debt securities with remaining maturities of one year or less, including U.S. Government securities, certificates of deposit, bankers' acceptances, commercial paper, corporate debt securities and related repurchase agreements. During periods of unusual market conditions when the Adviser believes that investing for temporary defensive purposes is appropriate, part or all of the Fund's assets may be invested in cash or cash equivalents consisting of: (1) obligations of banks (including certificates of deposit, bankers' acceptances and repurchase agreements) with assets of $100,000,000 or more; (2) commercial paper rated within the two highest rating categories of a nationally recognized rating organization; (3) investment grade short-term notes; (4) obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities; and (5) related repurchase agreements. Investment In Foreign Securities. The Fund may invest in securities of foreign issuers including securities in the form of sponsored and unsponsored American Depository Receipts ("ADRs") European Depository Receipts (EDRs) or other securities convertible into securities of foreign issuers. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted but rather in the currency of the market in which they are traded. ADRs are receipts typically issued by an American bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. Generally, ADRs, in registered form, are designed for use in U.S. securities markets and EDRs are designed for use in foreign securities markets. Issuers of unsponsored ADRs are not contractually obligated to disclose material information including financial information, in the United States. Foreign Securities and Investments in Emerging Markets. The Fund may invest in securities of foreign issuers, including debt and equity securities of corporate and governmental issuers in countries with emerging economies or securities markets. The securities markets of many countries have in the past moved relatively independent of one another, due to differing economic, financial, political and social factors. When markets in fact move in different directions and offset each other, there may be a corresponding reduction in risk for the Fund's portfolio as a whole. This lack of correlation among the movements of the world's securities markets may also affect unrealized gains the Fund has derived from movements in any one market. If securities traded in markets moving in different directions are combined into a single portfolio, such as that of the Fund, total portfolio volatility may be reduced. Since the Fund may invest in securities denominated in currencies other than U.S. dollars, changes in foreign currency exchange rates may affect the value of its portfolio securities. Exchange rates may not move in the same direction as the securities markets in a particular country. As a result, market gains may be offset by unfavorable exchange rate fluctuations. 3 Risks of Foreign Securities. Investments in foreign securities may involve a greater degree of risk than those in domestic securities. There is generally less publicly available information about foreign companies in the form of reports and ratings similar to those that are published about issuers in the United States. Also, foreign issuers are generally not subject to uniform accounting, auditing and financial reporting requirements comparable to those applicable to United States issuers. Because foreign securities may be denominated in currencies other than the U.S. dollar, changes in foreign currency exchange rates will affect the Fund's net asset value, the value of dividends and interest earned, gains and losses realized on the sale of securities, an any net investment income and gains that the Fund distributes to shareholders. Securities transactions undertaken in some foreign markets may not be settled promptly, so that the Fund's investments on foreign exchanges may be less liquid and subject to the risk of fluctuating currency exchange rates pending settlement. Foreign securities will be purchased in the best available market, whether through over-the-counter markets or exchanges located in the countries where principal offices of the issuers are located. Foreign securities markets are generally not as developed or efficient as those in the United States. While growing in volume, they usually have substantially less volume than the New York Stock Exchange, and securities of some foreign issuers are less liquid and more volatile than securities of comparable United States issuers. Fixed commissions on foreign exchanges are generally higher than negotiated commissions on United States exchanges, although the Fund will endeavor to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers and listed issuers than in the United States. With respect to certain foreign countries, there is the possibility of adverse changes in investment or exchange control regulations, expropriation, nationalization or confiscatory taxation, limitations on the removal of funds or other assets of the Fund, political or social instability, or diplomatic developments which could affect United States investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the United States economy in terms of growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The dividends in some cases, capital gains, and interest payable on certain of the Fund's foreign portfolio securities may be subject to foreign withholding or other foreign taxes, thus reducing the net amount of income or gains available for distribution to the Fund's shareholders. These risks may be intensified in the case of investments in emerging markets or countries with limited or developing capital markets. These countries are located in the Asia-Pacific region, Eastern Europe, Latin and South America and Africa. Security prices in these markets can be significantly more volatile than in more developed countries, reflecting the greater uncertainties of investing in less established markets and economies. Political, legal and economic structures in many of these emerging market countries may be undergoing significant evolution and rapid development, and they may lack the social, political, legal and economic stability characteristic of more developed countries. Emerging market countries may have failed in the past to recognize private property rights. They may have relatively unstable governments, present the risk of nationalization of businesses, restrictions on foreign ownership, or prohibitions on repatriation of assets, and may have less protection of property rights than more developed countries. Their economies may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global 4 trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increase in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. The Fund may be required to establish special custodial or other arrangements before making certain investments in those countries. Securities of issuers located in these countries may have limited marketability and may be subject to more abrupt erratic price movements. Foreign Currency Transactions. The foreign currency exchange transactions of the Fund may be conducted on a spot (i.e., cash) basis at the spot rate for purchasing or selling currency prevailing in the foreign exchange market. The Fund may enter into forward foreign currency exchange contracts involving currencies of the different countries in which it may invest as a hedge against possible variations in the foreign exchange rate between these currencies. This is accomplished through contractual agreements to purchase or sell a specified currency at a specified future date and price set at the time of the contract. The Fund's dealings in forward foreign currency contracts will be limited to hedging either specific transactions or portfolio positions. The Fund will not attempt to hedge all of its foreign portfolio positions and will not engage in speculative forward currency transactions. If the Fund enters into a forward contract to purchase foreign currency, its custodian bank will segregate cash or liquid securities, of any type or maturity, (i.e. securities rated more of the top three rating categories by Moody's on S&P) in a separate account of the Fund in an amount necessary to complete the forward contract. These assets will be marked to market daily, and, if the value of the securities in the separate account declines, additional cash or liquid securities will be added so that the value of the account will be equal to the amount of the Fund's commitments in contracts. Investments in foreign securities may involve a greater degree of risk than those in domestic securities. There is generally less publicly available information about foreign companies in the form of reports and ratings that are published about issuers in the United States also, foreign issuers are generally not subject to uniform accounting, auditing and financial reporting requirements comparable to those applicable to United States issuers. Because foreign securities may be denominated in currencies other than the U.S. dollar, changes in foreign currency exchange rates will affect the Fund's net asset value, the value of dividends and interest earned, gains and losses realized on the sale of securities, an any net investment income and gains that the Fund distributes to shareholders. Securities transactions undertaken in some foreign markets may not be settled promptly, so that the Fund's investments on foreign exchanges may be less liquid and subject to the risk of fluctuating currency exchange rates pending settlement. Foreign securities will be purchased in the best available market, whether through over-the-counter markets or exchanges located in the countries where principal offices of the issuers are located. Foreign securities markets are generally not as developed or efficient as those in the United States. While growing in volume, they usually have substantially less volume than the New York Stock Exchange, and securities of some foreign issuers are less liquid and more volatile than securities of comparable United States issuers. Fixed commissions on foreign exchanges are generally higher than negotiated commissions on United States exchanges, although the Fund will endeavor to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers and listed issuers than in the United States. 5 With respect to certain foreign countries, there is the possibility of adverse changes in investment or exchange control regulations, expropriation, nationalization or confiscatory taxation, limitations on the removal of funds or other assets of the Fund, political or social instability, or diplomatic developments which could affect United States investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the United States economy in terms of growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The dividends, and, in some cases, capital gains, and interest payable on certain of the Fund's foreign portfolio securities may be subject to foreign withholding or other foreign taxes, thus reducing the net amount of income or gains available for distribution to the Fund's shareholders. Hedging against a decline in the value of currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. These transactions also preclude the opportunity for gain if the value of the hedged currency rises. Moreover, it may not be possible for the Fund to hedge against a devaluation that is so generally anticipated that the Fund is not able to contract to sell the currency at a price above the devaluation level it anticipates. The cost to the Fund of engaging in foreign currency exchange transactions varies with such factors as the currency involved, the length of the contract period and the market conditions then prevailing. Since transactions in foreign currency are usually conducted on a principal basis, no fees or commissions are involved. Lower Rated High Yield Debt Obligations. The Fund may invest in high yielding, fixed income securities rated below investment grade rated Baa or lower by Moody's and BBB or lower by S&P. See Appendix A for a description of ratings assigned by Moody's and S&P. Ratings are based largely on the historical financial condition of the issuer. Consequently, the rating assigned to any particular security is not necessarily a reflection of the issuer's current financial condition, which may be better or worse than the rating would indicate. The values of lower-rated securities generally fluctuate more than those of high-rated securities. In addition, the lower rating reflects a greater possibility of an adverse change in financial condition affecting the ability of the issuer to make payments of interest and principal. Although the adviser seeks to minimize these risks through diversification, investment analysis and attention to current developments in interest rates and economic conditions, there can be no assurance that the Adviser will be successful in limiting the Fund's exposure to the risks associated with lower rated securities. Because the Fund invests in securities in the lower rated categories, the achievement of the Fund's goals is more dependent on the Adviser's ability than would be the case if the Fund were investing in securities in the higher rated categories. The Fund may invest in pay-in-kind (PIK) securities, which pay interest in either cash or additional securities, at the issuer's option, for a specified period. The Fund also may invest in zero coupon bonds, which have a determined interest rate, but payment of the interest is deferred until maturity of the bonds. Both types of bonds may be more speculative and subject to greater fluctuations in value than securities which pay interest periodically and in cash, due to changes in interest rates. 6 The market value of debt securities which carry no equity participation usually reflects yields generally available on securities of similar quality and type. When such yields decline, the market value of a portfolio already invested at higher yields can be expected to rise if such securities are protected against early call. In general, in selecting securities for its portfolio, the Fund intends to seek protection against early call. Similarly, when such yields increase, the market value of a portfolio already invested at lower yields can be expected to decline. The Fund's portfolio may include debt securities which sell at substantial discounts from par. These securities are low coupon bonds which, because of their lower acquisition cost tend to sell on a yield basis approximating current interest rates during periods of high interest rates. Repurchase Agreements. In a repurchase agreement the Fund buy a security for a relatively short period (usually not more than seven days) subject to the obligation to sell it back to the issuer at a fixed time and price plus accrued interest. The Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in U.S. Government Securities. The Adviser will continuously monitor the creditworthiness of the parties with whom the Fund enters into repurchase agreements. The Fund has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Fund's custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, the Fund could experience delays in liquidating the underlying securities and could experience losses, including the possible decline in the value of the underlying securities during the period in which the Fund seeks to enforce its rights thereto, possible subnormal levels of income, a decline in value of the underlying securities or lack of access to income during this period, as well as the expense of enforcing its rights. The Fund will not invest in a repurchase agreement maturing in more than seven days, if such investment, together with other illiquid securities held by the Fund (including restricted securities) would exceed 10% of the Fund's net assets. Reverse Repurchase Agreements. The Fund may also enter into reverse repurchase agreements which involve the sale of government securities held in its portfolio to a bank with an agreement that the Fund will buy back the securities at a fixed future date at a fixed price plus an agreed amount of interest which may be reflected in the repurchase price. Reverse repurchase agreements are considered to be borrowings by the Fund. Reverse repurchase agreements involve the risk that the market value of securities purchased by the Fund with proceeds of the transaction may decline below the repurchase price of the securities sold by the Fund which it is obligated to repurchase. To minimize various risks associated with reverse repurchase agreements, the Fund will establish and maintain with the Fund's custodian a separate account consisting of liquid securities, of any type or maturity, in an amount at least equal to the repurchase prices of the securities (plus any accrued interest thereon) under such agreements. The Fund will also continue to be subject to the risk of a decline in the market value of the securities sold under the agreements because it will reacquire those securities upon effecting their repurchase. The Fund will not enter into reverse repurchase agreements exceeding in the aggregate 33 1/3% of the market value of its total assets. The Fund will enter into reverse repurchase agreements only with federally insured banks or savings and loan associations which are approved in advance as being creditworthy by the Trustees. Under procedures established by the Trustees, the Adviser will monitor the creditworthiness of the banks involved. Restricted Securities. The Fund will not invest more than 10% of its total assets in securities that are not registered ("restricted securities") under the Securities Act of 1933 (the "1933 Act"), including commercial paper issued in 7 reliance on Section 4(2) of the 1933 act and securities offered and sold to "qualified institutional buyers" under Rule 144A under the 1933 Act. The Fund will not invest more than 10% of its net assets in illiquid investments. If the Trustees determines, based upon a continuing review of the trading markets for specific 4(2) paper or Rule 144A securities, that they are liquid, they will not be subject to the 10% limit on illiquid investments. The Trustees may adopt guidelines and delegate to the Adviser the daily function of determining and monitoring the liquidity of restricted securities. The Trustees, however, will retain sufficient oversight and be ultimately responsible for the determinations. The Trustees will carefully monitor the Fund's investments in these securities, focusing on such important factors, among others, as valuation, liquidity and availability of information. This investment practice could have the effect of increasing the level of illiquidity in the Fund if qualified institutional buyers become for a time uninterested in purchasing these restricted securities. Options on Securities, Securities Indices and Currency. The Fund may purchase and write (sell) call and put options on any securities in which it may invest, on any securities index based on securities in which it may invest or on any currency in which Fund investments may be denominated. These options may be listed on national domestic securities exchanges or foreign securities exchanges or traded in the over-the-counter market. The Fund may write covered put and call options and purchase put and call options to enhance total return, as a substitute for the purchase or sale of securities or currency, or to protect against declines in the value of portfolio securities and against increases in the cost of securities to be acquired. Writing Covered Options. A call option on securities or currency written by the Fund obligates the Fund to sell specified securities or currency to the holder of the option at a specified price if the option is exercised at any time before the expiration date. A put option on securities or currency written by the Fund obligates the Fund to purchase specified securities or currency from the option holder at a specified price if the option is exercised at any time before the expiration date. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security. Writing covered call options may deprive the Fund of the opportunity to profit from an increase in the market price of the securities or foreign currency assets in its portfolio. Writing covered put options may deprive the Fund of the opportunity to profit from a decrease in the market price of the securities or foreign currency assets to be acquired for its portfolio. All call and put options written by the Fund are covered. A written call option or put option may be covered by (i) maintaining cash or liquid securities, either of which may be quoted or denominated in any currency, in a segregated account maintained by the Fund's custodian with a value at least equal to the Fund's obligation under the option, (ii) entering into an offsetting forward commitment and/or (iii) purchasing an offsetting option or any other option which, by virtue of its exercise price or otherwise, reduces the Fund's net exposure on its written option position. A written call option on securities is typically covered by maintaining the securities that are subject to the option in a segregated account. The Fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index. The Fund may terminate its obligations under an exchange traded call or put option by purchasing an option identical to the one it has written. Obligations 8 under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as "closing purchase transactions." Purchasing Options. The Fund would normally purchase call options in anticipation of an increase, or put options in anticipation of a decrease ("protective puts"), in the market value of securities or currencies of the type in which it may invest. The Fund may also sell call and put options to close out its purchased options. The purchase of a call option would entitle the Fund, in return for the premium paid, to purchase specified securities or currency at a specified price during the option period. The Fund would ordinarily realize a gain on the purchase of a call option if, during the option period, the value of such securities or currency exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the call option. The purchase of a put option would entitle the Fund, in exchange for the premium paid, to sell specified securities or currency at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of the Fund's portfolio securities or the currencies in which they are denominated. Put options may also be purchased by the Fund for the purpose of affirmatively benefiting from a decline in the price of securities or currencies which it does not own. The Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities or currency decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of put options may be offset by countervailing changes in the value of the Fund's portfolio securities. The Fund's options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which the Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions. Risks Associated with Options Transactions. There is no assurance that a liquid secondary market on a domestic or foreign options exchange will exist for any particular exchange-traded option or at any particular time. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or currencies or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities or currencies. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other 9 restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. The Fund's ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. The Adviser will determine the liquidity of each over-the-counter option in accordance with guidelines adopted by the Trustees. The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of options depends in part on the Adviser's ability to predict future price fluctuations and, for hedging transactions, the degree of correlation between the options and securities or currency markets. Futures Contracts and Options on Futures Contracts. To seek to increase total return or hedge against changes in interest rates, securities prices or currency exchange rates, the Fund may purchase and sell various kinds of futures contracts, and purchase and write call and put options on these futures contracts. The Fund may also enter into closing purchase and sale transactions with respect to any of these contracts and options. The futures contracts may be based on various securities (such as U.S. Government securities), securities indices, foreign currencies and any other financial instruments and indices. All futures contracts entered into by the Fund are traded on U.S. or foreign exchanges or boards of trade that are licensed, regulated or approved by the Commodity Futures Trading Commission ("CFTC"). Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments or currencies for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract). Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures contracts on securities or currency will usually be liquidated in this manner, the Fund may instead make, or take, delivery of the underlying securities or currency whenever it appears economically advantageous to do so. A clearing corporation associated with the exchange on which futures contracts are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date. Hedging and Other Strategies. Hedging is an attempt to establish with more certainty than would otherwise be possible the effective price or rate of return on portfolio securities or securities that the Fund proposes to acquire or the exchange rate of currencies in which portfolio securities are quoted or denominated. When interest rates are rising or securities prices are falling, the Fund can seek to offset a decline in the value of its current portfolio 10 securities through the sale of futures contracts. When interest rates are falling or securities prices are rising, the Fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. The Fund may seek to offset anticipated changes in the value of a currency in which its portfolio securities, or securities that it intends to purchase, are quoted or denominated by purchasing and selling futures contracts on such currencies. The Fund may, for example, take a "short" position in the futures market by selling futures contracts in an attempt to hedge against an anticipated rise in interest rates or a decline in market prices or foreign currency rates that would adversely affect the dollar value of the Fund's portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by the Fund or securities with characteristics similar to those of the Fund's portfolio securities. Similarly, the Fund may sell futures contracts on any currencies in which its portfolio securities are quoted or denominated or in one currency to hedge against fluctuations in the value of securities denominated in a different currency if there is an established historical pattern of correlation between the two currencies. If, in the opinion of the Adviser, there is a sufficient degree of correlation between price trends for the Fund's portfolio securities and futures contracts based on other fixed income securitieis, stocks indices or currencies, the Fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in the Fund's portfolio may be more or less volatile than prices of such futures contracts, the Adviser will attempt to estimate the extent of this volatility difference based on historical patterns and compensate for any differential by having the Fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting the Fund's portfolio securities. When a short hedging position is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of the Fund's portfolio securities would be substantially offset by a decline in the value of the futures position. On other occasions, the Fund may take a "long" position by purchasing futures contracts. This would be done, for example, when the Fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices or currency exchange rates then available in the applicable market to be less favorable than prices that are currently available. The Fund may also purchase futures contracts as a substitute for transactions in securities or foreign currency, to alter the investment characteristics of or currency exposure associated with portfolio securities or to gain or increase its exposure to a particular securities market or currency. Options on Futures Contracts. The Fund may purchase and write options on futures for the same purposes as its transactions in futures contracts. The purchase of put and call options on futures contracts will give the Fund the right (but not the obligation) for a specified price to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs. The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the Fund's assets. By writing a call 11 option, the Fund becomes obligated, in exchange for the premium (upon exercise of the option) to sell a futures contract if the option is exercised, which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium which may partially offset an increase in the price of securities that the Fund intends to purchase. However, the Fund becomes obligated (upon exercise of the option) to purchase a futures contract if the option is exercised, which may have a value lower than the exercise price. The loss incurred by the Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option of the same series. There is no guarantee that such closing transactions can be effected. The Fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market. Other Considerations. The Fund will engage in futures and related options transactions either for bona fide hedging purposes or to seek to increase total return as permitted by the CFTC. To the extent that the Fund is using futures and related options for hedging purposes, futures contracts will be sold to protect against a decline in the price of securities (or the currency in which they are quoted or denominated) that the Fund owns or futures contracts will be purchased to protect the Fund against an increase in the price of securities (or the currency in which they are quoted or denominated) it intends to purchase. The Fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging purposes are substantially related to price fluctuations in securities held by the Fund or securities or instruments which it expects to purchase. As evidence of its hedging intent, the Fund expects that on 75% or more of the occasions on which it takes a long futures or option position (involving the purchase of futures contracts), the Fund will have purchased, or will be in the process of purchasing, equivalent amounts of related securities (or assets denominated in the related currency) in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for the Fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets. To the extent that the Fund engages in nonhedging transactions in futures contracts and options on futures, the aggregate initial margin and premiums required to establish these nonhedging positions will not exceed 5% of the net asset value of the Fund's portfolio, after taking into account unrealized profits and losses on any such positions and excluding the amount by which such options were in-the-money at the time of purchase. The Fund will engage in transactions in futures contracts and related options only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), for maintaining its qualification as a regulated investment company for federal income tax purposes. Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in the case of contracts and options obligating the Fund to purchase securities or currencies, require the Fund to establish with the custodian a segregated account consisting of cash or liquid securities in an amount equal to the underlying value of such contracts and options. While transactions in futures contracts and options on futures may reduce certain risks, these transactions themselves entail certain other risks. For example, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the Fund than if 12 it had not entered into any futures contracts or options transactions. Perfect correlation between the Fund's futures positions and portfolio positions will be impossible to achieve. There are no futures contracts based upon individual securities, except certain U.S. Government securities. The only futures contracts available to hedge the Fund's portfolio are various futures on U.S. Government securities, stock indices and foreign currencies. In the event of an imperfect correlation between a futures position and a portfolio position which is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss. In addition, it is not possible to hedge fully or protect against currency fluctuations affecting the value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. Some futures contracts or options on futures may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in a futures contract or related option, which may make the instrument temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or related option can vary from the previous day's settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the Fund from closing out positions and limiting its losses. Lending of Securities. The Fund may lend portfolio securities to brokers, dealers, and financial institutions if the loan is collateralized by cash or U.S. government securities according to applicable regulatory requirements. The Fund may reinvest any cash collateral in short-term securities and money market funds. When the Fund lends portfolio securities, there is a risk that the borrower may fail to return the securities involved in the transaction. As a result, the Fund may incur a loss or, in the event of the borrower's bankruptcy, the Fund may be delayed in or prevented from liquidating the collateral. The Fund may not lend portfolio securities having a total value exceeding 30% of its total assets. Rights and Warrants. The Fund may purchase warrants and rights which are securities permitting, but not obligating, their holder to purchase the underlying securities at a predetermined price subject to the Fund's Investment Restriction. Generally, warrants and stock purchase rights do not carry with them the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. As a result, an investment in warrants and rights may be considered to entail greater investment risk than certain other types of investments. In addition, the value of warrants and rights does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or prior to their expiration date. Investment in warrants and rights increases the potential profit or loss to be realized from the investment of a given amount of the Fund's assets as compared with investing the same amount in the underlying stock. Short Sales. The Fund may engage in short sales against the Box. In a short sale against the box, the Fund agrees to sell at a future date a security that it either contemporaneously owns or has the right to acquire at no extra cost. If the price of the security has declined at the time the Fund is required to deliver the security, the Fund will benefit from the difference in the price. If the price of the security has increased, the Fund will be required to pay the difference. 13 Forward Commitment and When-Issued Securities. The Fund may purchase securities on a when-issued or forward commitment basis. "When-issued" refers to securities whose terms are available and for which a market exists, but which have not been issued. The Fund will engage in when-issued transactions with respect to securities purchased for its portfolio in order to obtain what is considered to be an advantageous price and yield at the time of the transaction. For when-issued transactions, no payment is made until delivery is due, often a month or more after the purchase. In a forward commitment transaction, the Fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time. When the Fund engages in forward commitment and when-issued transactions, it relies on the seller to consummate the transaction. The failure of the issuer or seller to consummate the transaction may result in the Fund's losing the opportunity to obtain a price and yield considered to be advantageous. The purchase of securities on a when-issued or forward commitment basis also involves a risk of loss if the value of the security to be purchased declines prior to the settlement date. On the date the Fund enters into an agreement to purchase securities on a when-issued or forward commitment basis, the Fund will segregate in a separate account cash or liquid securities, or any type or maturity, equal in value to the Fund's commitment. These assets will be valued daily at market, and additional cash or securities will be segregated in a separate account to the extent that the total value of the assets in the account declines below the amount of the when-issued commitments. Alternatively, the Fund may enter into offsetting contracts for the forward sale of other securities that it owns. Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase and subsequent sale of a security after it has been held for a relatively brief period of time. As a matter of nonfundamental policy, the Fund may engage in short-term trading in response to stock market conditions, changes in interest rates or other economic trends and developments, or to take advantage of yield disparities between various fixed income securities in order to realize capital gains or improve income. Short-term trading may have the effect of increasing the Fund's portfolio turnover rate. A high rate of portfolio turnover (100% or greater) involves correspondingly greater brokerage expenses and may make it more difficult for the Fund to qualify as a regulated investment company for Federal income tax purposes. The Fund's portfolio turnover rate is set forth in the table under the caption "Financial Highlights" in the Prospectus. INVESTMENT RESTRICTIONS The Fund has adopted certain fundamental investment restrictions upon its investments as set forth below which may not be changed without the approval of the holders of a majority of the outstanding shares of the Fund. A majority for this purpose means: (a) more than 50% of the outstanding shares of the Fund or (b) 67% or more of the shares represented at a meeting where more than 50% of the outstanding shares of the Fund are represented, whichever is less. Under these restrictions, the Fund may not: (1) Borrow money in an amount in excess of 33-1/3% of its total assets, and then only as a temporary measure for extraordinary or emergency purposes (except that it may enter into a reverse repurchase agreement within the limits described in the Prospectus or this SAI), or pledge, mortgage or hypothecate an amount of its assets (taken at market value) in excess of 15% of its total assets, in each case taken at the lower of cost or market value. For the purpose of this restriction, collateral arrangements with respect to options, futures contracts, 14 options on futures contracts and collateral arrangements with respect to initial and variation margins are not considered a pledge of assets. (2) Underwrite securities issued by other persons except insofar as the Fund may technically be deemed an underwriter under the Securities Act of 1933 in selling a portfolio security. (3) Purchase or retain real estate (including limited partnership interests but excluding securities of companies, such as real estate investment trusts, which deal in real estate or interests therein and securities secured by real estate), or mineral leases, commodities or commodity contracts, precious metals (except contracts for the future delivery of fixed income securities, stock index and currency futures and options on such futures) in the ordinary course of its business. The Fund reserves the freedom of action to hold and to sell real estate or mineral leases, commodities or commodity contracts acquired as a result of the ownership of securities. (4) Invest in direct participation interests in oil, gas or other mineral exploration or development programs. (5) Make loans to other persons except by the purchase of obligations in which the Fund is authorized to invest and by entering into repurchase agreements; provided that the Fund may lend its portfolio securities not in excess of 30% of its total assets (taken at market value). Not more than 10% of the Fund's total assets (taken at market value) will be subject to repurchase agreements maturing in more than seven days. For these purposes the purchase of all or a portion of an issue of debt securities shall not be considered the making of a loan. In addition, the Fund may purchase a portion of an issue of debt securities of types commonly distributed privately to financial institutions. (6) Purchase the securities of any issuer if such purchase, at the time thereof, would cause more than 5% of its total assets (taken at market value) to be invested in the securities of such issuer, other than securities issued or guaranteed by the United States. In applying these limitations, a guarantee of a security will not be considered a security of the guarantor, provided that the value of all securities issued or guaranteed by that guarantor, and owned by the Fund, does not exceed 10% of the Fund's total assets. In determining the issuer of a security, each state and each political subdivision agency, and instrumentality of each state and each multi-state agency of which such state is a member is a separate issuer. Where securities are backed only by assets and revenues of a particular instrumentality, facility or subdivision, such entity is considered the issuer. (7) Invest in companies for the purpose of exercising control or management. (8) Purchase or retain in its portfolio any securities issued by an issuer any of whose officers, directors, trustees or security holders is an officer or Director of the Fund, or is a member, partner, officer or Director of the Adviser, if after the purchase of the securities of such issuer by the Fund one or more of such persons owns beneficially more than 1/2 of 1% of the shares or securities, or both, all taken at market value, of such issuer, and such persons owning more than 1/2 of 1% of such shares or securities together own beneficially more than 5% of such shares or securities, or both, all taken at market value. (9) Purchase any securities or evidences of interest therein on margin, except that the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of securities and 15 the Fund may make deposits on margin in connection with futures contracts and related options. (10) Sell any security which the Fund does not own unless by virtue of its ownership of other securities it has at the time of sale a right to obtain securities without payment of further consideration equivalent in kind and amount to the securities sold and provided that if such right is conditional the sale is made upon equivalent conditions. (11) Knowingly invest in securities which are subject to legal or contractual restrictions on resale or for which there is no readily available market (e.g., trading in the security is suspended or market makers do not exist or will not entertain bids or offers), except for repurchase agreements, if, as a result thereof more than 10% of the Fund's total assets (taken at market value) would be so invested. (12) Issue any senior security (as that term is defined in the Investment Company Act of 1940) if such issuance is specifically prohibited by the 1940 Act or the rules and regulations promulgated thereunder. For the purpose of this restriction, collateral arrangements with respect to options, futures contracts and options on futures contracts and collateral arrangements with respect to initial and variation margins are not deemed to be the issuance of a senior security. (13) Concentrate its investments in any particular industry, but if it is deemed appropriate for the attainment of its investment objective, the Fund may invest up to 25% of its assets (taken at market value at the time of each investment) in securities of issuers in any one industry. (14) Purchase voting securities of any issuer if such purchase, at the time thereof, would cause more than 10% of the outstanding voting securities of such issuer to be held by the Fund; or purchase securities of any issuer if such purchase at the time thereof would cause more than 10% of any class of securities of such issuer to be held by the Fund. For this purpose all indebtedness of an issuer shall be deemed a single class and all preferred stock of an issuer shall be deemed a single class. In applying these limitations, a guarantee of a security will not be considered a security of the guarantor, provided that the value of all securities issued or guaranteed by that guarantor, and owned by the Fund, does not exceed 10% of the Fund's total assets. In determining the issuer of a security, each state and each political subdivision agency, and instrumentality of each state and each multi-state agency of which such state is a member is a separate issuer. Where securities are backed only by assets and revenues of a particular instrumentality, facility or subdivision, such entity is considered the issuer. Other Operating Policies The Fund may, due to an undertaking with a state in which the Fund's shares are currently qualified for sale, purchase warrants not to exceed 5% of the Fund's net assets. Included within that amount, but not exceeding 2% of the Fund's net assets, may be warrants for which there is no public market. Any such warrants which are attached to securities at the time such securities are acquired by the Fund will be deemed to be without value for the purpose of this restriction. The Fund will not invest more than 5% of its total assets in companies which, including their respective predecessors, have a record of less than three years' continuous operation. 16 In order to comply with certain state regulatory policies, the Fund will not, as a matter of operating policy, pledge, mortgage or hypothecate its portfolio securities if the percentage of securities so pledged, mortgaged or hypothecated would exceed 15%. In order to comply with certain state regulatory policies, the cost of investments in options, financial futures, stock index futures and currency futures, other than those acquired for hedging purposes, may not exceed 10% of the Fund's total net assets. As a nonfundamental investment restriction, the Fund may not purchase a security if, as a result, (i) more than 10% of the Fund's total assets would be invested in the securities of other investment companies, (ii) the Fund would hold more than 3% of the total outstanding voting securities of any one investment company, or (iii) more than 5% of the Fund's total assets would be invested in the securities of any one investment company. These limitations do not apply to (a) the investment of cash collateral, received by the Fund in connection with lending the Fund's portfolio securities, in the securities of open-end investment companies or (b) the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or purchase of substantially all of the assets of another investment company. Subject to the above percentage limitations, the Fund may, in connection with the John Hancock Group of Funds Deferred Compensation Plan for Independent Trustees/Directors, purchase securities of other investment companies within the John Hancock Group of Funds. The Fund may not purchase the shares of any closed-end investment company except in the open market where no commission or profit to a sponsor or dealer results from the purchase, other than customary brokerage fees. These operating policies are not fundamental and may be changed without shareholder approval. In order to comply with certain state regulatory practices, certain policies, if changed, would require advance written notice to shareholders. THOSE RESPONSIBLE FOR MANAGEMENT The business of the Fund is managed by the Trust's Trustees who elect officers who are responsible for the day-to-day operations of the Fund and who execute policies formulated by the Trustees. Several of the officers and Trustees of the Trust are also officers and directors of the Adviser or officers and directors of the Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds"). 17 The following table sets forth the principal occupation or employment of the Trustees during the past five years:
Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Edward J. Boudreau, Jr. * Trustee, Chairman and Chief Chairman and Chief Executive 101 Huntington Avenue Executive Officer (1, 2) Officer, the Adviser and The Boston, MA 02199 Berkeley Financial Group ("Berkeley October 1944 Group"); Chairman, NM Capital Management, Inc. ("NM Capital") and John Hancock Advisers International Limited ("Advisers International"); Chairman, Chief Executive Officer and President, John Hancock Funds, Inc. ("John Hancock Funds"), First Signature Bank and Trust Company and Sovereign Asset Management Corporation ("SAMCorp."); Director, John Hancock Insurance Agency, Inc. ("Insurance Agency, Inc."), John Hancock Capital Corporation and New England/Canada Business Council; Member, Investment Company Institute Board of Governors; Director, Asia Strategic Growth Fund, Inc.; Trustee, Museum of Science; Vice Chairman and President, the Adviser (until July 1992); Chairman, John Hancock Distributors, Inc. (until April 1994); Director, John Hancock Freedom Securities Corporation (until September 1996); Director, John Hancock Signature Services, Inc. ("Signature Services") (until January 1997). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 18 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- James F. Carlin Trustee (3) Chairman and CEO, Carlin 233 West Central Street Consolidated, Inc. Natick, MA 01760 (management/investments); Director, April 1940 Arbella Mutual Insurance Company (insurance), Consolidated Group Trust (insurance administration), Carlin Insurance Agency, Inc., West Insurance Agency, Inc. (until May 1995) Uno Restaurant Corp.; Chairman, Massachusetts Board of Higher Education (since 1995); Receiver, the City of Chelsea (until August 1992). William H. Cunningham Trustee (3) Chancellor, University of Texas 601 Colorado Street System and former President of the O'Henry Hall University of Texas, Austin, Texas; Austin, TX 78701 Lee Hage and Joseph D. Jamail January 1944 Regents Chair of Free Enterprise; Director, LaQuinta Motor Inns, Inc. (hotel management company); Director, Jefferson-Pilot Corporation (diversified life insurance company) and LBJ Foundation Board (education foundation); Advisory Director, Texas Commerce Bank - Austin. - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 19 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Charles F. Fretz Trustee (3) Retired; self employed; Former Vice RD #5, Box 300B President and Director, Towers, Clothier Springs Road Perrin, Foster & Crosby, Inc. Malvern, PA 19355 (international management June 1928 consultants) (1952-1985). Harold R. Hiser, Jr. Trustee (3) Executive Vice President, 123 Highland Avenue Schering-Plough Corporation Short Hill, NJ 07078 (pharmaceuticals) (retired 1996); October 1931 Director, ReCapital Corporation (reinsurance) (until 1995). Anne C. Hodsdon * Trustee and President (1,2) President, Chief Operating Officer 101 Huntington Avenue and Director, the Adviser; Director, Boston, MA 02199 The Berkeley Group, John Hancock April 1953 Funds; Director, Advisers International; Executive Vice President, the Adviser (until December 1994); Senior Vice President, the Adviser (until December 1993); Director, Signature Services (until January 1997). Charles L. Ladner Trustee (3) Director, Energy North, Inc. (public UGI Corporation utility holding company) (until P.O. Box 858 1992); Senior Vice President of UGI Valley Forge, PA 19482 Corp. Holding Company Public February 1938 Utilities, LPGAS. - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 20 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Leo E. Linbeck, Jr. Trustee (3) Chairman, President, Chief Executive 3810 W. Alabama Officer and Director, Linbeck Houston, TX 77027 Corporation (a holding company August 1934 engaged in various phases of the construction industry and warehousing interests); Former Chairman, Federal Reserve Bank of Dallas (1992, 1993); Chairman of the Board and Chief Executive Officer, Linbeck Construction Corporation; Director, PanEnergy Corporation (a diversified energy company), Daniel Industries, Inc. (manufacturer of gas measuring products and energy related equipment), GeoQuest International Holdings, Inc. (a geophysical consulting firm) (1980-1993); Former Director, Greater Houston Partnership (1980 -1995). Patricia P. McCarter Trustee (3) Director and Secretary, The McCarter 1230 Brentford Road Corp. (machine manufacturer). Malvern, PA 19355 May 1928 - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 21 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Steven R. Pruchansky Trustee (1, 3) Director and President, Mast 4327 Enterprise Avenue Holdings, Inc. (since 1991); Naples, FL 33942 Director, First Signature Bank & August 1944 Trust Company (until August 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Richard S. Scipione * Trustee (1) General Counsel, John Hancock Life John Hancock Place Company; Director, the Adviser, P.O. Box 111 Advisers International, John Hancock Boston, MA 02117 Funds, John Hancock Distributors, August 1937 Inc., Insurance Agency, Inc., John Hancock Subsidiaries, Inc., SAMCorp. and NM Capital; Trustee, The Berkeley Group; Director, JH Networking Insurance Agency, Inc.; Director, John Hancock Property and Casualty Insurance and its affiliates (until November 1993); Director, Signature Services (until January 1997). Norman H. Smith Trustee (3) Lieutenant General, United States 243 Mt. Oriole Lane Marine Corps; Deputy Chief of Staff Linden, VA 22642 for Manpower and Reserve Affairs, March 1933 Headquarters Marine Corps; Commanding General III Marine Expeditionary Force/3rd Marine Division (retired 1991). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 22 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- John P. Toolan Trustee (3) Director, The Smith Barney Muni Bond 13 Chadwell Place Funds, The Smith Barney Tax-Free Morristown, NJ 07960 Money Funds, Inc., Vantage Money September 1930 Market Funds (mutual funds), The Inefficient-Market Fund, Inc. (closed-end investment company) and Smith Barney Trust Company of Florida; Chairman, Smith Barney Trust Company (retired December, 1991); Director, Smith Barney, Inc., Mutual Management Company and Smith Barney Advisers, Inc. (investment advisers) (retired 1991); Senior Executive Vice President, Director and member of the Executive Committee, Smith Barney, Harris Upham & Co., Incorporated (investment bankers) (until 1991). Robert G. Freedman Vice Chairman and Chief Investment Vice Chairman and Chief Investment 101 Huntington Avenue Officer (2) Officer, the Adviser; Director, the Boston, MA 02199 Adviser, Advisers International, July 1938 John Hancock Funds, SAMCorp., Insurance Agency, Inc., Southeastern Thrift & Bank Fund and NM Capital; Senior Vice President, The Berkeley Group; President, the Adviser (until December 1994); Director, Signature Services (until January 1997). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 23 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- James B. Little Senior Vice President and Chief Senior Vice President, the Adviser, 101 Huntington Avenue Financial Officer The Berkeley Group, John Hancock Boston, MA 02199 Funds. February 1935 John A. Morin Vice President Vice President and Secretary, the 101 Huntington Avenue Adviser, The Berkeley Group, Boston, MA 02199 Signature Services and John Hancock July 1950 Funds; Secretary, SAMCorp., Insurance Agency, Inc. and NM Capital; Counsel, John Hancock Mutual Life Insurance Company (until January 1996). Susan S. Newton Vice President and Secretary Vice President, the Adviser; John 101 Huntington Avenue Hancock Funds, Signature Services Boston, MA 02199 and The Berkeley Group; Vice March 1950 President, John Hancock Distributors, Inc. (until 1994). James J. Stokowski Vice President and Treasurer Vice President, the Adviser. 101 Huntington Avenue Boston, MA 02199 November 1946 - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee.
24 All of the officers listed are officers or employees of the Adviser or affiliated companies. Some of the Trustees and officers may also be officers and/or Trustees and/or Trustees of one or more of the other funds for which the Adviser serves as investment adviser. As of January 31, 1997, the officers and trustees of the Trust as a group beneficially owned less than 1% of the outstanding shares of the Trust and the Fund. On such date, the following shareholders were the only record holders or beneficial owners of 5% or more of the shares of either class of the Fund's shares:
Percentage of Outstanding Name and Address Class Shares Shares of of Shareholder of Shares Owned Class of Fund -------------- --------- ----- ------------- National Westminster Bank PLC Class A 772,273 14.18% as Trustee of American Smaller Companies Companies Trust Attn: Joe D'Mello Juno Court 24 Prescott Street London E18BB Merrill Lynch Fenner & Smith Class A 594,741 10.92% Trade House Account - Book Entry Class B 2,862,992 24.30% Team B - 3rd Floor 4800 Deerlake Drive East Jacksonville, FL 32246-6484
On such date, no other person(s) owned of record or was known by the Trust to beneficially own as much as 5% of the outstanding shares of the Trust or of either class of the Fund's shares. From December 22, 1994 until December 22, 1996, the Trustees established an Advisory Board to facilitate a smooth transition between Transamerica Fund Management Company ("TFMC"), the prior investment adviser, and the Adviser. The members of the Advisory Board were distinct from the Trustees, did not serve the Fund in any other capacity and were persons who had no power to determine what securities are purchased or sold on behalf of the Fund. Compensation of the Trustees and Advisory Board. The following table provides information regarding the compensation paid by the Fund and the other investment companies in the John Hancock Fund Complex to the Independent Trustees and the Advisory Board members for their services for the Fund's most recently completed fiscal year. Ms. Hodsdon and Messrs. Boudreau and Scipione, each a non-Independent Trustee, and each of the officers of the Trust are interested persons of the Adviser, are compensated by the Adviser and received no compensation from the Funds for their services. The compensation to the Trustees from the Fund shown below is for the fiscal year ended October 31, 1996. 25 Total Compensation from all Aggregate Funds in John Hancock Compensation Fund Complex to Trustees from the Fund Trustees** - -------- ------------- ---------- James F. Carlin $ 6,562 $ 74,250 William H. Cunningham* 6,587 74,250 Charles F. Fretz 6,511 74,500 Harold R. Hiser, Jr.* 6,189 70,250 Charles L. Ladner 6,511 74,500 Leo E. Linbeck, Jr. 6,587 74,250 Patricia P. McCarter 6,511 74,250 Steven R. Pruchansky 6,711 77,500 Norman H. Smith 6,711 77,500 John P. Toolan* 6,488 74,250 ------- -------- TOTALS $65,368 $745,500 * As of December 31, 1996 the value of the aggregate accrued deferred compensation from all Funds in the John Hancock fund complex for Mr. Cunningham was $131,741, for Mr. Hiser was $90,972, for Ms. McCarter was $67,548, for Mr Purchansky was $28,731, for Mr. Smith was $32,314 and for Mr. Toolan was $163.385 under the John Hancock Deferred Compensation Plan for Independent Trustees (the "Plan"). ** Total compensation paid by the John Hancock Fund Complex to the Independent Trustees is for the calendar year ended December 31, 1996. As of this date, there were sixty-seven funds in the John Hancock Fund Complex of which each of these independent trustees served on thirty-two funds. Total Compensation from all Aggregate From all Funds in John Compensation from Hancock Fund Complex Advisory Board the Fund* to Advisory Board* - -------------- --------- ------------------ R. Trent Campbell $ 9,228 $ 47,000 Mrs. Lloyd Bentsen 9,228 47,000 Thomas R. Powers 9,228 47,000 Thomas B McDade 9,228 47,000 TOTALS $36,912 $188,000 * For the fiscal year ended October 31, 1996. ** As of December 31, 1996. 26 INVESTMENT ADVISORY AND OTHER SERVICES The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199- 7603, was organized in 1968 and currently has more than $19 billion in assets under management in its capacity as investment adviser to the Fund and the other mutual funds and publicly traded investment companies in the John Hancock group of funds having a combined total of over 1,080,000 shareholders. The Adviser is an affiliate of the Life Company, one of the most recognized and respected financial institutions in the nation. With total assets under management of more than $80 billion, the Life Company is one of the ten largest life insurance companies in the United States and carries high ratings from Standard & Poor's and A.M. Best's. Founded in 1862, the Life Company has been serving clients for over 130 years. The Fund has entered into an investment management contract (the "Advisory Agreement") with the Adviser. Pursuant to the Advisory Agreement, the Adviser agreed to act as investment adviser and manager to the Fund. As manager and investment adviser, the Adviser will: (a) furnish continuously an investment program for the Fund and determine, subject to the overall supervision and review of the Trustees, which investments should be purchased, held, sold or exchanged, and (b) provide supervision over all aspects of the Fund's operations except those which are delegated to a custodian, transfer agent or other agent. The Fund bears all costs of its organization and operation, including expenses of preparing, printing and mailing all shareholders' reports, notices, prospectuses, proxy statements and reports to regulatory agencies, expenses relating to the issuance, registration and qualification of shares; government fees; interest charges; expenses of furnishing to shareholders their account statements; taxes; expenses of redeeming shares; brokerage and other expenses connected with the execution of portfolio securities transactions; expenses pursuant to the Fund's plan of distribution; fees and expenses of custodians including those for keeping books and accounts and calculating the net asset value of shares; fees and expenses of transfer agents and dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of the Adviser's employees rendering such services to the Fund); the compensation and expenses of Trustees who are not otherwise affiliated with the Trust, the Adviser or any of their affiliates; expenses of Trustees' and shareholders' meetings; trade association membership; insurance premiums; and any extraordinary expenses. As provided by the investment management contract, the Fund pays the Adviser an investment management fee, which is accrued daily and paid monthly in arrears, equal on an annual basis to 0.75% of the Fund's average daily net asset value. From time to time, the Adviser may reduce its fee or make other arrangements to limit the Fund's expenses to a specified percentage of average daily net assets. The Adviser retains the right to reimpose a fee and recover any other payments to the extent that, at the end of any fiscal year, the Fund's annual expenses fall below this limit. Securities held by the Fund may also be held by other funds or investment advisory clients for which the Adviser or its affiliates provide investment advice. Because of different investment objectives or other factors, a particular security may be bought for one or more funds or clients when one or more are selling the same security. If opportunities for purchase or sale of securities by the Adviser or for other funds or clients for which the Adviser renders investment advice arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds or clients in a manner deemed equitable to all of them. To the 27 extent that transactions on behalf of more than one client of the Adviser or its affiliates may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price. Pursuant to the investment management contract, the Adviser is not liable to the Fund or its shareholders for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which its contract relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from its reckless disregard of the obligations and duties under the investment management contract. Under the investment management contract, the Fund may use the name "John Hancock" or any name derived from or similar to it only for so long as the investment management contract or any extension, renewal or amendment thereof remains in effect. If the Fund's investment management contract is no longer in effect, the Fund (to the extent that it lawfully can) will cease to use such name or any other name indicating that it is advised by or otherwise connected with the Adviser. In addition, the Adviser or the Life Company may grant the non-exclusive right to use the name "John Hancock" or any similar name to any other corporation or entity, including but not limited to any investment company of which the Life Company or any subsidiary or affiliate thereof or any successor to the business of any subsidiary or affiliate thereof shall be the investment adviser. For the period from November 1, 1994 to December 22, 1994 and for the fiscal year ended October 31, 1994, advisory fees paid by the Fund to TFMC, the Fund's former investment adviser, amounted to $496,208 and $2,706,438, respectively. For the period from December 22, 1994 to October 31, 1995 and for the fiscal year ended 1996, the advisory fees paid by the Fund to the Adviser amounted to $2,978,791 and $4,796,777. The Advisory Agreement was approved by all of the Trustees, including all of the Trustees who are not parties to the Advisory Agreement or "interested persons" of any such party. The investment management contract and the distribution agreement discussed below, continue in effect from year to year if approved annually by vote of a majority of the Trustees who are not interested persons of one of the parties to the contract, cast in person at a meeting called for the purpose of voting on such approval, and by either the Trustees or the holders of a majority of the Fund's outstanding voting securities. Both agreements automatically terminate upon assignment and may be terminated on 60 days' written notice by either party or by vote of a majority of the outstanding voting securities of the Fund. Administrative Services Agreement.The Fund was a party to an administrative services agreement with TFMC (the "Services Agreement"), pursuant to which TFMC performed bookkeeping and accounting services and functions, including preparing and maintaining various accounting books, records and other documents and keeping such general ledgers and portfolio accounts as are reasonably necessary for the operation of the Fund. Other administrative services included communications in response to shareholder inquiries and certain printing expenses of various financial reports. In addition, staff and office space, facilities and equipment was provided as necessary to provide administrative services to the Fund. The Services Agreement was amended in connection with the appointment of the Adviser as adviser to the Fund to permit services under the Agreement to be provided to the Fund by the Adviser and its affiliates. The Services Agreement was terminated during the fiscal year 1995. For the fiscal years ended October 31, 1995 and 1994, the Fund paid to TFMC (pursuant to the Services Agreement) $34,231 and $222,044, respectively. 28 Accounting and Legal Services Agreement. The Trust, on behalf of the fund, is a party to an Accounting and Legal Services Agreement with the Adviser. Pursuant to this agreement, the Adviser provides the Fund with certain tax, accounting and legal services. For the fiscal year ended October 31, 1996, the Fund paid the Adviser $101,864 for services under this agreement. In order to avoid conflicts with portfolio trades for the Fund, the Adviser and the Fund have adopted extensive restrictions on personal securities trading by personnel of the Adviser and its affiliates. Some of these restrictions are: pre-clearance for all personal trades and a ban on the purchase of initial public offerings, as well as contributions to specified charities of profits on securities held for less than 91 days. These restrictions are a continuation of the basic principle that the interests of the Fund and its shareholders come first. DISTRIBUTION CONTRACTS The Fund has a Distribution Agreement with John Hancock Funds. Under the agreement, John Hancock Funds is obligated to use its best efforts to sell shares of each class of the Fund. Shares of the Fund are also sold by selected broker-dealers (the "Selling Brokers") which have entered into selling agency agreements with John Hancock Funds. John Hancock Funds accepts orders for the purchase of the shares of the Fund which are continually offered at net asset value next determined, plus an applicable sales charge, if any. In connection with the sale of Class A or Class B shares, John Hancock Funds and Selling Brokers receive compensation in the form of a sales charge imposed, in the case of Class A shares, at the time of sale or, in the case of Class B shares, on a deferred basis. The sales charges are discussed further in the Prospectus. The Fund's Trustees adopted Distribution Plans with respect to Class A and Class B shares (the "Plans") pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plans, the Fund will pay distribution and service fees at an aggregate annual rate of up to 0.25% and 1.00%, respectively, of the Fund's daily net assets attributable to shares of that class. However, the service fee will not exceed 0.25% of the Fund's average daily net assets attributable to each class of shares. The distribution fees will be used to reimburse John Hancock Funds for their distribution expenses, including but not limited to: (i) initial and ongoing sales compensation to Selling Brokers and others (including affiliates of John Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional and overhead expenses incurred in connection with the distribution of Fund shares; and (iii) with respect to Class B shares only, interest expenses on unreimbursed distribution expenses. The service fees will be used to compensate Selling Brokers and others for providing personal and account maintenance services to shareholders. In the event the John Hancock Funds is not fully reimbursed for payments or expenses they incur under the Class A Plan, these expenses will not be carried beyond twelve months from the date they were incurred. Unreimbursed expenses under the Class B Plan will be carried forward together with interest on the balance of these unreimbursed expenses. The Fund does not treat unreimbursed expenses under the Class B Plan as a liability of the Fund because the Trustees may terminate the Class B Plan at any time. For the fiscal year ended October 31, 1996, an aggregate of $11,288,492 of distribution expenses or 2.59% of the average net assets of the Class B shares of the Fund, was not reimbursed or recovered by John Hancock Funds through the receipt of deferred sales charges or Rule 12b-1 fees in prior periods. The Plans were approved by a majority of the voting securities of the Fund. The Plans and all amendments were approved by the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct 29 or indirect financial interest in the operation of the Plans (the "Independent Trustees"), by votes cast in person at meetings called for the purpose of voting on such Plans. Pursuant to the Plans, at least quarterly, John Hancock Funds provide the Fund with a written report of the amounts expended under the Plans and the purpose for which these expenditures were made. The Trustees review these reports on a quarterly basis to determine their continued appropriateness. The Plans provide that they will continue in effect only so long as their continuance is approved at least annually by a majority of both the Trustees and Independent Trustees. The Plans provide that they may be terminated without penalty, (a) by vote of a majority of the Independent Trustees, (b) by a vote of a majority of the Fund's outstanding shares of the applicable class upon 60 days' written notice to John Hancock Funds, and (c) automatically in the event of assignment. The Plans further provide that they may not be amended to increase the maximum amount of the fees for the services described therein without the approval of a majority of the outstanding shares of the class of the Fund which has voting rights with respect to that Plan. Each plan provides, that no material amendment to the Plans will be effective unless it is approved by a vote of a majority of the Trustees and the Independent Trustees of the Fund. The holders of Class A and Class B shares have exclusive voting rights with respect to the Plan applicable to their respective class of shares. In adopting the Plans, the Trustees concluded that, in their judgment, there is a reasonable likelihood that the Plans will benefit the holders of the applicable class of shares of the Fund. Amounts paid to John Hancock Funds by any class of shares of the Fund will not be used to pay the expenses incurred with respect to any other class of shares of the Fund; provided, however, that expenses attributable to the Fund as a whole will be allocated, to the extent permitted by law, according to a formula based upon gross sales dollars and/or average daily net assets of each such class, as may be approved from time to time by vote of a majority of Trustees. From time to time, the Fund may participate in joint distribution activities with other Funds and the costs of those activities will be borne by each Fund in proportion to the relative net asset value of the participating Funds. During the fiscal year ended October 31, 1996, the Funds paid John Hancock Funds the following amounts of expenses with respect to the Class A and Class B shares of the Fund:
Interest, Printing and Carrying or Mailing of Expenses of Other Prospectuses to Compensation to John Hancock Finance Advertising new Shareholders Selling Brokers Funds Charges ----------- ---------------- --------------- ----- ------- Class A shares $ 66,685 $ 13,498 $ 183,052 $ 243,929 -- Class B shares $ 312,608 $ 49,408 $1,577,780 $1,158,533 $1,165,996
NET ASSET VALUE For purposes of calculating the net asset value ("NAV") of the Fund's shares, the following procedures are utilized wherever applicable. 30 Debt investment securities are valued on the basis of valuations furnished by a principal market maker or a pricing service, both of which generally utilize electronic data processing techniques to determine valuations for normal institutional size trading units of debt securities without exclusive reliance upon quoted prices. Equity securities traded on a principal exchange or NASDAQ National Market Issues are generally valued at last sale price on the day of valuation. Securities in the aforementioned category for which no sales are reported and other securities traded over-the-counter are generally valued at the mean between the current closing bid and asked prices. Short-term debt investments which have a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value. If market quotations are not readily available or if in the opinion of the Adviser any quotation or price is not representative of true market value, the fair value of the security may be determined in good faith in accordance with procedures approved by the Trustees. Foreign securities are valued on the basis of quotations from the primary market in which they are traded. Any assets or liabilities expressed in terms of foreign currencies are translated into U.S. dollars by the custodian bank based on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon, New York time) on the date of any determination of the Fund's NAV. If quotations are not readily available, or the value has been materially affected by the events occurring after closing of a foreign market, assets are valued by a method that Trustees believed accurately reflects fair value. The NAV for each fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern Time) by dividing a class's net assets by the number of its shares outstanding. On any day an international market is closed and the New York Stock Exchange is open, any foreign securities will be valued at the prior day's close with the current day's exchange rate. Trading of foreign securities may take place on Saturdays and U.S. business holidays on which the Fund's NAV is not calculated. Consequently, the Fund's portfolio securities may trade and the NAV of the Fund's redeemable securities may be significantly affected on days when a shareholder has no access to the Fund. INITIAL SALES CHARGE ON CLASS A SHARES Shares of the Fund are offered at a price equal to their net asset value plus a sales charge which, at the option of the purchaser, may be imposed either at the time of purchase (the "initial sales charge alternative") or on a contingent deferred basis (the "deferred sales charge alternative"). Share certificates will not be issued unless requested by the shareholder in writing, and then they will only be issued for full shares. The Trustees reserve the right to change or waive a Fund's minimum investment requirements and to reject any order to purchase shares (including purchase by exchange) when in the judgment of the Adviser such rejection is in the Fund's best interest. The sales charges applicable to purchases of Class A shares of the Fund are described in the Prospectus. Methods of obtaining reduced sales charges referred to generally in the Prospectus are described in detail below. In calculating the sales charge applicable to current purchases of Class A shares, the investor is entitled to cumulate current purchases with the greater of the current value (at offering price) of the Class A shares of the Fund owned by the investor, or if John Hancock Signature Services, Inc. ("Signature Services") is notified by the investor's dealer or the investor at the time of the purchase, the cost of the Class A shares owned. 31 Combined Purchases. In calculating the sales charge applicable to purchases of Class A shares made at one time, the purchases will be combined if made by (a) an individual, his or her spouse and their children under the age of 21 purchasing securities for his or her own account, (b) a trustee or other fiduciary purchasing for a single trust, estate or fiduciary account and (c) certain groups of four or more individuals making use of salary deductions or similar group methods of payment whose funds are combined for the purchase of mutual fund shares. Further information about combined purchases, including certain restrictions on combined group purchases, is available from Signature Services or a Selling Broker's representative. Without Sales Charge. Class A shares may be offered without a front-end sales charge or CDSC to various individuals and institutions as follows: o Any state, county or any instrumentality, department, authority, or agency of these entities that is prohibited by applicable investment laws from paying a sales charge or commission when it purchases shares of any registered investment management company. * o A bank, trust company, credit union, savings institution or other depository institution, its trust departments or common trust funds if it is purchasing $1 million or more for non-discretionary customers or accounts. * o A Trustee or officer of the Trust; a Director or officer of the Adviser and its affiliates or Selling Brokers; employees or sales representatives of any of the foregoing; retired officers, employees or Directors of any of the foregoing; a member of the immediate family (spouse, children, grandchildren, mother, father, sister, brother, mother-in-law, father-in-law) of any of the foregoing; or any fund, pension, profit sharing or other benefit plan of the individuals described above. o A broker, dealer, financial planner, consultant or registered investment advisor that has entered into an agreement with John Hancock Funds providing specifically for the use of Fund shares in fee-based investment products or services made available to their clients. o A former participant in an employee benefit plan with John Hancock funds, when he or she withdraws from his or her plan and transfers any or all of his or her plan distributions directly to the Fund. o A member of an approved affinity group financial services plan. * o A member of a class action lawsuit against insurance companies who is investing settlement proceeds. o Existing full service clients of the Life Company who were group annuity contract holders as of September 1, 1994, and participant directed defined contribution plans with at least 100 eligible employees at the inception of the Fund account, may purchase Class A shares with no initial sales charge. However, if the shares are redeemed within 12 months after the end of the calendar year in which the purchase was made, a CDSC will be imposed at the following rate: Amount Invested CDSC Rate --------------- --------- $1 to $4,999,999 1.00% 32 Next $5 million to $9,999,999 0.50% Amounts of $10 million and over 0.25% Class A shares may also be purchased without an initial sales charge in connection with certain liquidation, merger or acquisition transactions involving other investment companies or personal holding companies. * For investments made under these provisions, John Hancock Funds may make a payment out of its own resources to the Selling Broker in an amount not to exceed 0.25% of the amount invested. Accumulation Privilege. Investors (including investors combining purchases) who are already Class A shareholders may also obtain the benefit of reduced sales charge by taking into account not only the amount then being invested but also the purchase price or current account value of the Class A shares already held by such person. Combination Privilege. Reduced sales charges also are available to an investor based on the aggregate amount of his concurrent and prior investments in Class A shares of the Fund and shares of all other John Hancock funds which carry a sales charge. Letter of Intention. Reduced sales charges are also applicable to investments pursuant to a Letter of Intention (LOI), which should be read carefully prior to its execution by an investor. The Fund offers two options regarding the specified period for making investments under the LOI. All investors have the option of making their investments over a period of thirteen (13) months. Investors who are using the Fund as a funding medium for a qualified retirement plan, however, may opt to make the necessary investments called for by the LOI over a forty-eight (48) month period. These qualified retirement plans include IRA, SEP, SARSEP, 401(k), 403(b) (including TSAs) and 457 plans. Such an investment (including accumulations and combinations) must aggregate $50,000 or more invested during the specified period from the date of the LOI or from a date within ninety (90) days prior thereto, upon written request to Signature Services. The sales charge applicable to all amounts invested under the LOI is computed as if the aggregate amount intended to be invested had been invested immediately. If such aggregate amount is not actually invested, the difference in the sales charge actually paid and the sales charge payable had the LOI not been in effect is due from the investor. However, for the purchases actually made within the specified period (either 13 or 48 months) the sales charge applicable will not be higher than that which would have been applied (including accumulations and combinations) had the LOI been for the amount actually invested. The LOI authorizes Signature Services to hold in escrow sufficient Class A shares (approximately 5% of the aggregate) to make up any difference in sales charges on the amount intended to be invested and the amount actually invested, until such investment is completed within the specified period, at which time the escrowed Class A shares will be released. If the total investment specified in the LOI is not completed, the Class A shares held in escrow may be redeemed and the proceeds used as required to pay such sales charges as may be due. By signing the LOI, the investor authorizes Signature Services to act as his attorney-in-fact to redeem any escrow shares and adjust the sales charge, if necessary. A LOI does not constitute a binding commitment by an investor to purchase, or by the Fund to sell, any additional shares and may be terminated at any time. 33 DEFERRED SALES CHARGE ON CLASS B SHARES Investments in Class B shares are purchased at net asset value per share without the imposition of a sales charge so the Fund will receive the full amount of the purchase payment. Contingent Deferred Sales Charge. Class B shares which are redeemed within six years of purchase will be subject to a contingent deferred sales charge ("CDSC") at the rates set forth in the Prospectus as a percentage of the dollar amount subject to the CDSC. The charge will be assessed on an amount equal to the lesser of the current market value or the original purchase cost of the Class B shares being redeemed. No CDSC will be imposed on increases in account value above the initial purchase prices, including Class B shares derived from reinvestment of dividends or capital gains distributions. Class B shares are not available to full-service defined contribution plans administered by Signature Services or the Life Company that had more than 100 eligible employees at the inception of the Fund account. The amount of the CDSC, if any, will vary depending on the number of years from the time of payment for the purchase of Class B shares until the time of redemption of such shares. Solely for purposes of determining the number of years, all payments during a month will be aggregated and deemed to have been made on the first day of the month. In determining whether a CDSC applies to a redemption, the calculation will be determined in a manner that results in the lowest possible rate being charged. It will be assumed that your redemption comes first from shares you have held beyond the six-year CDSC redemption period or those you acquired through dividend and capital gain reinvestment, and next from the shares you have held the longest during the six-year period. For this purpose, the amount of any increase in a share's value above its initial purchase price is not regarded as a share exempt from CDSC. Thus, when a share that has appreciated in value is redeemed during the CDSC period, a CDSC is assessed only on its initial purchase price. Upon redemption, appreciation is effective only on a per share basis for those shares being redeemed. Appreciation of shares cannot be redeemed CDSC free at the account level. When requesting a redemption for a specific dollar amount please indicate if you require the proceeds to equal the dollar amount requested. If not indicated, only the specified dollar amount will be redeemed from your account and the proceeds will be less any applicable CDSC. Example: You have purchased 100 shares at $10 per share. The second year after your purchase, your investment's net asset value per share has increased by $2 to $12, and you have gained 10 additional shares through dividend reinvestment. If you redeem 50 shares at this time your CDSC will be calculated as follows: o Proceeds of 50 shares redeemed at $12 per share $ 600 o Minus proceeds of 10 shares not subject to CDSC (dividend reinvestment) $ -120 o Minus appreciation on remaining shares (40 shares X 2) $ -80 --------- o Amount subject to CDSC $ 400 34 Proceeds from the CDSC are paid to John Hancock Funds and are used in whole or in part by John Hancock Funds to defray its expenses related to providing distribution-related services to the Fund in connection with the sale of the Class B shares, such as the payment of compensation to select Selling Brokers for selling Class B shares. The combination of the CDSC and the distribution and service fees facilitates the ability of the Fund to sell the Class B shares without a sales charge being deducted at the time of the purchase. See the Prospectus for additional information regarding the CDSC. Waiver of Contingent Deferred Sales Charge. The CDSC will be waived on redemptions of Class B shares and of Class A shares that are subject to CDSC, unless indicated otherwise, in the circumstances defined below: For all account types: * Redemptions made pursuant to the Fund's right to liquidate your account if you own shares worth less than $1,000. * Redemptions made under certain liquidation, merger or acquisition transactions involving other investment companies or personal holding companies. * Redemptions due to death or disability. * Redemptions made under the Reinstatement Privilege, as described in "Sales Charge Reductions and Waivers" of the Prospectus. * Redemptions of Class B shares made under a periodic withdrawal plan, as long as your annual redemptions do not exceed 12% of your account value, including reinvested dividends, at the time you established your periodic withdrawal plan and 12% of the value of subsequent investments (less redemptions) in that account at the time you notify Signature Services. (Please note that this waiver does not apply to periodic withdrawal plan redemptions of Class A shares that are subject to a CDSC). For Retirement Accounts (such as IRA, Rollover IRA, TSA, 457, 403(b), 401(k), Money Purchase Pension Plan, Profit-Sharing Plan and other qualified plans as described in the Internal Revenue Code) unless otherwise noted. * Redemptions made to effect mandatory or life expectancy distributions under the Internal Revenue Code. * Returns of excess contributions made to these plans. * Redemptions made to effect distributions to participants or beneficiaries from employer sponsored retirement plans under Section 401(a) of the Code (such as 401(k), Money Purchase Pension Plan, Profit Sharing Plan). * Redemptions from certain IRA and retirement plans that purchased shares prior to October 1, 1992 and certain IRA accounts that purchased shares prior to May 15, 1995. Please see matrix for reference. 35
CDSC Waiver Matrix for Class B Funds - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Type of 401 (a) Plan 403 (b) 457 IRA, IRA Non- Distribution (401 (k), MPP, Rollover retirement PSP) - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Death or Waived Waived Waived Waived Waived Disability - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Over 701/2 Waived Waived Waived Waived for 12% of account mandatory value annually distributions in periodic or 12% of payments account value annually in periodic payments - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Between 591/2 Waived Waived Waived Waived for 12% of account and 70 1/2 Life value annually Expectancy or in periodic 12% of account payments value annually in periodic payments - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Under 591/2 Waived Waived for Waived for Waived for 12% of account annuity annuity annuity value annually payments (72+) payments (72+) payments (72+) in periodic or 12% of or 12% of or 12% of payments account value account value account value annually in annually in annually in periodic periodic periodic payments payments payments - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Loans Waived Waived N/A N/A N/A - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Termintion of Not Waived Not Waived Not Waived Not Waived N/A Plan - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Hardships Waived Waived Waived N/A N/A - --------------------- ------------------ ----------------- ---------------- ---------------- ----------------- Return of Waived Waived Waived Waived N/A Excess - --------------------- ------------------ ----------------- ---------------- ---------------- -----------------
If you qualify for a CDSC waiver under one of these situations, you must notify Signature Services at the time you make your redemption. The waiver will be granted once Signature Services has confirmed that you are entitled to the waiver. 36 SPECIAL REDEMPTIONS Although it would not normally do so, the Fund has the right to pay the redemption price of shares of the Fund in whole or in part in portfolio securities as prescribed by the Trustees. When the shareholder sells portfolio securities received in this fashion, he or she will incur a brokerage charge. Any such securities would be valued for the purposes of making such payment at the same value as used in determining net asset value. The Fund has elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Fund during any 90 day period for any one account. ADDITIONAL SERVICES AND PROGRAMS Exchange Privilege. The Fund permits exchanges of shares of any class of the Fund for shares of the same class in any other John Hancock fund offering that class. Exchanges between funds with shares that are not subject to a CDSC are based on their respective net asset values. No sales charge or transactions charge is imposed. Shares of the Fund which are subject to a CDSC may be exchanged into shares of any of the other John Hancock funds that are subject to a CDSC without incurring the CDSC; however, the shares acquired in an exchange will be subject to the CDSC schedule of the shares acquired if and when such shares are redeemed (except that shares exchanged into John Hancock Short-Term Strategic Income Fund, John Hancock Intermediate Maturity Government Fund and John Hancock Limited-Term Government Fund will retain the exchanged fund's CDSC schedule). For purposes of computing the CDSC payable upon redemption of shares acquired in an exchange, the holding period of the original shares is added to the holding period of the shares acquired in an exchange. If a shareholder exchanges Class B shares purchased prior to January 1, 1994 (except John Hancock Short-Term Strategic Income Fund) for Class B shares of any other John Hancock fund, the acquired shares will continue to be subject to the CDSC schedule that was in effect when the exchanged shares were purchased. The Fund reserves the right to require that previously exchanged shares (and reinvested dividends) be in the Fund for 90 days before a shareholder is permitted a new exchange. The Fund may refuse any exchange order. The Fund may changed or cancel its exchange policies at any time, upon 60 days' notice to its shareholders. An exchange of shares is treated as a redemption of shares of one fund and the purchase of shares of another for Federal Income Tax purposes. An exchange may result in a taxable gain or loss. See "TAX STATUS". Systematic Withdrawal Plan. The Fund permits the establishment of a Systematic Withdrawal Plan. Payments under this plan represent proceeds arising from the redemption of Fund shares. The maintenance of a Systematic Withdrawal Plan concurrently with purchases of additional Class B shares of the Fund could be disadvantageous to a shareholder because of the CDSC imposed on redemptions of Class B shares. Therefore, a shareholder should not purchase Class B shares of the Fund at the same time as a Systematic Withdrawal Plan is in effect. The Fund reserves the right to modify or discontinue the Systematic Withdrawal Plan of any shareholder on 30 days' prior written notice to such shareholder, or to 37 discontinue the availability of such plan in the future. The shareholder may terminate the plan at any time by giving proper notice to Signature Services. Monthly Automatic Accumulation Program ("MAAP"). This program is explained in the Prospectus and the Account Privileges Application. The program, as it relates to automatic investment checks, is subject to the following conditions: The investments will be drawn on or about the day of the month indicated. The privilege of making investments through the Monthly Automatic Accumulation Program may be revoked by Signature Services without prior notice if any investment is not honored by the shareholder's bank. The bank shall be under no obligation to notify the shareholder as to the non-payment of any checks. The program may be discontinued by the shareholder either by calling Signature Services or upon written notice to Signature Services which is received at least five (5) business days prior to the due date of any investment. Reinstatement and Reinvestment Privilege. Upon notification of Signature Services, a shareholder who has redeemed Class B shares of the Fund and paid a CDSC thereon, may, within 120 days after the date of redemption, reinvest any part of the redemption proceeds in shares of the same class of the Fund or another John Hancock fund, subject to the minimum investment limit in that fund and, upon such reinvestment, the shareholder's account will be credited with the amount of any CDSC charged upon the redemption and the new shares will continue to be subject to the CDSC. The holding period of the shares acquired through reinvestment will, for purposes of computing the CDSC payable upon a subsequent redemption, include the holding period of the redeemed shares. To protect the interests of other investors in the Fund, the Fund may cancel the reinvestment privilege of any parties that, in the opinion of the Fund, are using market timing strategies or making more than seven exchanges per owner or controlling party per calendar year. Also, the Fund may refuse any reinvestment request. The Fund may change or cancel its reinvestment policies at any time. A redemption or exchange of Fund shares is a taxable transaction for Federal income tax purposes even if the reinvestment privilege is exercised, and any gain or loss realized by a shareholder on the redemption or other disposition of Fund shares will be treated for tax purposes as described under the caption "TAX STATUS". DESCRIPTION OF THE FUND'S SHARES The Trustees of the Trust are responsible for the management and supervision of the Fund. The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest of the Fund, without par value. Under the Declaration of Trust, the Trustees have the authority to create and classify shares of beneficial interest in separate series, without further action by shareholders. As of the date of this Statement of Additional Information, the Trustees have authorized shares of the Fund and one other series. The Declaration of Trust also authorizes the Trustees to classify and reclassify the shares of the Fund, or any new series of the Trust, into one or more classes. As of the date of this Statement of Additional Information, the 38 Trustees have authorized the issuance of two classes of shares of the Fund, designated as Class A and Class B. The shares of each class of the Fund represent an equal proportionate interest in the aggregate net assets attributable to that class of the Fund. Holders of Class A shares and Class B shares have certain exclusive voting rights on matters relating to their respective distribution plans. The different classes of the Fund may bear different expenses relating to the cost of holding shareholder meetings necessitated by the exclusive voting rights of any class of shares. Dividends paid by the Fund, if any, with respect to each class of shares will be calculated in the same manner, at the same time and on the same day and will be in the same amount, except for differences resulting from the facts that (i) the distribution and service fees relating to Class A and Class B shares will be borne exclusively by that class; (ii) Class B shares will pay higher distribution and service fees than Class A shares; and (iii) each of Class A shares and Class B shares will bear any class expenses properly allocable to that class of shares, subject to the requirements imposed by the Internal Revenue Service on funds having a multiple- class structure. Accordingly, the net asset value per share may vary depending whether Class A shares or Class B shares are purchased. In the event of liquidation, shareholders of each class are entitled to share pro rata in the net assets of the Fund available for distribution to these shareholders. Shares entitle their holders to one vote per share, are freely transferable and have no preemptive, subscription or conversion rights. When issued, shares are fully paid and non-assessable except as set forth below. Unless otherwise required by the Investment Company Act or the Declaration of Trust, the Fund has no intention of holding annual meetings of shareholders of each class. Fund shareholders may remove a Trustee by the affirmative vote of at least two-thirds of the Trust's outstanding shares and the Trustees shall promptly call a meeting for such purpose when requested to do so in writing by the record holders of not less than 10% of the outstanding shares of the Trust. Shareholders may, under certain circumstances, communicate with other shareholders in connection with a request for a special meeting of shareholders. However, at any time that less than a majority of the Trustees holding office were elected by the shareholders, the Trustees will call a special meeting of shareholders for the purpose of electing Trustees. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for acts or obligations of the trust. However, the Trust's Declaration of Trust contains an express disclaimer of shareholder liability for acts, obligations and affairs of the Fund. The Declaration of Trust also provides for indemnification out of the Fund's assets for all losses and expenses of any shareholder held personally liable by reason of being or having been a shareholder. The Declaration of Trust also provides that no series of the Trust shall be liable for the liabilities of any other series.. Furthermore, no Fund included in the Fund's prospectus shall be liable for the liabilities of any other John Hancock Fund. Liability is therefore limited to circumstances in which the Fund itself would be unable to meet its obligations, and the possibility of this occurrence is remote. A shareholder's account is governed by the laws of The Commonwealth of Massachusetts. 39 TAX STATUS The Fund has qualified and elected to be treated as a "regulated investment company" under Subchapter M of the Code, and intends to continue to so qualify in the future. As such and by complying with the applicable provisions of the Code regarding the sources of its income, the timing of its distributions, and the diversification of its assets, the Fund will not be subject to Federal income tax on its taxable income (including net short-term and long-term capital gains) which is distributed to shareholders in accordance with the timing requirements of the Code. The Fund will be subject to a 4% non-deductible Federal excise tax on certain amounts not distributed (and not treated as having been distributed) on a timely basis in accordance with annual minimum distribution requirements. The Fund intends under normal circumstances to seek to avoid or minimize liability for such tax by satisfying such distribution requirements. Distributions from the Fund's current or accumulated earnings and profits ("E&P") will be taxable under the Code for investors who are subject to tax. If these distributions are paid from the Fund's "investment company taxable income," they will be taxable as ordinary income; and if they are paid from the Fund's "net capital gain," they will be taxable as long-term capital gain. (Net capital gain is the excess (if any) of net long-term capital gain over net short-term capital loss, and investment company taxable income is all taxable income and capital gains, other than net capital gain, after reduction by deductible expenses.) Some distributions from investment company taxable income and/or net capital gain may be paid in January but may be taxable to shareholders as if they had been received on December 31 of the previous year. The tax treatment described above will apply without regard to whether distributions are received in cash or reinvested in additional shares of the Fund. Distributions, if any, in excess of E&P will constitute a return of capital under the Code, which will first reduce an investor's federal tax basis in Fund shares and then, to the extent such basis is exceeded, will generally give rise to capital gains. Shareholders who have chosen automatic reinvestment of their distributions will have a federal tax basis in each share received pursuant to such a reinvestment equal to the amount of cash they would have received had they elected to receive the distribution in cash, divided by the number of shares received in the reinvestment. If the Fund acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their assets in investments producing such passive income ("passive foreign investment companies"), the Fund could be subject to Federal income tax and additional interest charges on "excess distributions" received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election would require the Fund to recognize taxable income or gain without the concurrent receipt of cash. The Fund may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability or maximize its return from these investments. Foreign exchange gains and losses realized by the Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain foreign currency options, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses 40 to be treated as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to the Fund's investment in stock or securities, possibly including speculative currency positions or currency derivatives not used for hedging purposes, may increase the amount of gain it is deemed to recognize from the sale of certain investments or derivatives held for less than three months, which gain is limited under the Code to less than 30% of its gross income for each taxable year, and could under future Treasury regulations produce income not among the types of "qualifying income" from which the Fund must derive at least 90% of its gross income for each taxable year. If the net foreign exchange loss for a year treated as ordinary loss under Section 988 were to exceed the Fund's investment company taxable income computed without regard to such loss after consideration of certain regulations on the treatment of "post-October losses" the resulting overall ordinary loss for such year would not be deductible by the Fund or its shareholders in future years. The Fund may be subject to withholding and other taxes imposed by foreign countries with respect to its investments in foreign securities. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. The Fund does not expect to qualify to pass such taxes through to its shareholders, who consequently will not take such taxes into account on their own tax returns. However, the Fund will deduct such taxes in determining the amount it has available for distribution to shareholders. The amount of the Fund's net short-term and long-term capital gains, if any, in any given year will vary depending upon the Adviser's current investment strategy and whether the Adviser believes it to be in the best interest of the Fund to dispose of portfolio securities or enter into options transactions that will generate capital gains. At the time of an investor's purchase of Fund shares, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund's portfolio or undistributed taxable income of the Fund. Consequently, subsequent distributions from such appreciation or income may be taxable to such investor even if the net asset value of the investor's shares is, as a result of the distributions, reduced below the investor's cost for such shares, and the distributions in reality represent a return of a portion of the purchase price. Upon a redemption of shares of the Fund (including by exercise of the exchange privilege) a shareholder may realize a taxable gain or loss depending upon the amount of the proceeds and the investor's basis in his shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder's hands and will be long-term or short-term, depending upon the shareholder's tax holding period for the shares and subject to the special rules described below. A sales charge paid in purchasing Class A shares of the Fund cannot be taken into account for purposes of determining gain or loss on the redemption or exchange of such shares within 90 days after their purchase to the extent shares of the Fund or another John Hancock Fund are subsequently acquired without payment of a sales charge pursuant to the reinvestment or exchange privilege. Such disregarded load will result in an increase in the shareholder's tax basis in the shares subsequently acquired. Also, any loss realized on a redemption or exchange may be disallowed to the extent the shares disposed of are replaced with other shares of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to an election to reinvest dividends in additional shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized upon the redemption of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions of long-term capital gain with respect to such shares. 41 Although its present intention is to distribute, at least annually, all net capital gain, if any, the Fund reserves the right to retain and reinvest all or any portion of the excess, as computed for Federal income tax purposes, of net long-term capital gain over net short-term capital loss in any year. The Fund will not in any event distribute net capital gain realized in any year to the extent that a capital loss is carried forward from prior years against such gain. To the extent such excess was retained and not exhausted by the carryforward of prior years' capital losses, it would be subject to Federal income tax in the hands of the Fund. Upon proper designation of this amount by the Fund, each shareholder would be treated for Federal income tax purposes as if the Fund had distributed to him on the last day of its taxable year his pro rata share of such excess, and he had paid his pro rata share of the taxes paid by the Fund and reinvested the remainder in the Fund. Accordingly, each shareholder would (a) include his pro rata share of such excess as long-term capital gain income in his return for his taxable year in which the last day of the Fund's taxable year falls, (b) be entitled either to a tax credit on his return for, or to a refund of, his pro rata share of the taxes paid by the Fund, and (c) be entitled to increase the adjusted tax basis for his shares in the Fund by the difference between his pro rata share of such excess and his pro rata share of such taxes. For Federal income tax purposes, the Fund is permitted to carry forward a net capital loss in any year to offset its net capital gains, if any, during the eight years following the year of the loss. To the extent subsequent net capital gains are offset by such losses, they would not result in Federal income tax liability to the Fund and, as noted above, would not be distributed as such to shareholders. Presently, there are no capital loss carryforwards available to offset future net realized capital gains. For purposes of the dividends received deduction available to corporations, dividends received by the Fund, if any, from U.S. domestic corporations in respect of the stock of such corporations held by the Fund, for U.S. Federal income tax purposes, for at least 46 days (91 days in the case of certain preferred stock) and distributed and properly designated by the Fund may be treated as qualifying dividends. Corporate shareholders must meet the minimum holding period requirement stated above (46 or 91 days) with respect to their shares of the Fund in order to qualify for the deduction and, if they have any debt that is deemed under the Code directly attributable to such shares, may be denied a portion of the dividends received deduction. The entire qualifying dividend, including the otherwise deductible amount, will be included in determining the excess (if any) of a corporate shareholder's adjusted current earnings over its alternative minimum taxable income, which may increase its alternative minimum tax liability, if any. Additionally, any corporate shareholder should consult its tax adviser regarding the possibility that its basis in its shares may be reduced, for Federal income tax purposes, by reason of "extraordinary dividends" received with respect to the shares, for the purpose of computing its gain or loss on redemption or other disposition of the shares. The Fund is required to accrue income on any debt securities that have more than a de minimis amount of original issue discount (or debt securities acquired at a market discount, if the Fund elects to include market discount in income currently) prior to the receipt of the corresponding cash payment. The mark to market rules applicable to certain options and forward contracts may also require the Fund to recognize income or gain without a concurrent receipt of cash. However, the Fund must distribute to shareholders for each taxable year substantially all of its net income and net capital gains, including such income or gain, to qualify as a regulated investment company and avoid liability for any federal income or excise tax. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements. 42 A state income (and possibly local income and/or intangible property) tax exemption is generally available to the extent (if any) the Fund's distributions are derived from interest on (or, in the case of intangibles taxes, the value of its assets is attributable to) certain U.S. Government obligations, provided in some states that certain thresholds for holdings of such obligations and/or reporting requirements are satisfied. The Fund will not seek to satisfy any threshold or reporting requirements that may apply in particular taxing jurisdictions, although the Fund may in its sole discretion provide relevant information to shareholders. The Fund will be required to report to the Internal Revenue Service (the "IRS") all taxable distributions to shareholders, as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt recipients, i.e., corporations and certain other investors distributions to which are exempt from the information reporting provisions of the Code. Under the backup withholding provisions of Code Section 3406 and applicable Treasury regulations, all such reportable distributions and proceeds may be subject to backup withholding of federal income tax at the rate of 31% in the case of non-exempt shareholders who fail to furnish a Fund with their correct taxpayer identification number and certain certifications required by the IRS or if the IRS or a broker notifies the Fund that the number furnished by the shareholder is incorrect or that the shareholder is subject to backup withholding as a result of failure to report interest or dividend income. A Fund may refuse to accept an application that does not contain any required taxpayer identification number or certification that the number provided is correct. If the backup withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld. Any amounts withheld may be credited against a shareholder's U.S. federal income tax liability. Investors should consult their tax advisers about the applicability of the backup withholding provisions. Different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans. Shareholders should consult their tax advisers for more information. Limitations imposed by the Code on regulated investment companies like the Fund may restrict the Fund's ability to enter into options, foreign currency positions, and foreign currency forward contracts. Certain options and forward foreign currency transactions undertaken by the Fund may cause the Fund to recognize gains or losses from marking to market even though its positions have not been sold or terminated and affect the character as long-term or short-term (or, in the case of certain foreign currency-related forward contracts or options, as ordinary income or loss) and timing of some capital gains and losses realized by the Fund. Also, certain of the Fund's losses on its transactions involving options or forward contracts and/or offsetting or successor portfolio positions may be deferred rather than being taken into account currently in calculating the Fund's taxable income or gains. Certain of such transactions may also cause the Fund to dispose of investments sooner than would otherwise have occurred. These transactions may therefore affect the amount, timing and character of the Fund's distributions to shareholders. Certain of the applicable tax rules may be modified if the Fund is eligible and chooses to make one or more of certain tax elections that may be available. The Fund will take into account the special tax rules (including consideration of available elections) applicable to options and forward contracts in order to seek to minimize any potential adverse tax consequences. 43 The foregoing discussion relates solely to U.S. Federal income tax law as applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic corporations, partnerships, trusts or estates) subject to tax under such law. The discussion does not address special tax rules applicable to certain classes of investors, such as tax-exempt entities, insurance companies, and financial institutions. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of Fund shares may also be subject to state and local taxes. Shareholders should consult their own tax advisers as to the Federal, state or local tax consequences of ownership of shares of, and receipt of distributions from, the Fund in their particular circumstances. Non-U.S. investors not engaged in a U.S. trade or business with which their investment in the Fund is effectively connected will be subject to U.S. Federal income tax treatment that is different from that described above. These investors may be subject to nonresident alien withholding tax at the rate of 30% (or a lower rate under an applicable tax treaty) on amounts treated as ordinary dividends from the Fund and, unless an effective IRS Form W-8 or authorized substitute for Form W-8 is on file, to 31% backup withholding on certain other payments from the Fund. Non-U.S. investors should consult their tax advisers regarding such treatment and the application of foreign taxes to an investment in the Fund. The Fund is not subject to Massachusetts corporate excise or franchise taxes. Provided that the Fund qualifies as a regulated investment company under the Code, it will also not be required to pay any Massachusetts income tax. CALCULATION OF PERFORMANCE As of October 31, 1996, the average annual returns for the Fund's Class A shares for the one year and five year periods and since inception on August 22, 1991 were 7.61%, 5.14% and 15.90%, respectively. As of October 31, 1996, the average annual total returns of the Class B shares of the Fund for the one and five year periods and the life-of-the Fund since inception on October 26, 1987 were 7.48%, 15.13% and 20.40%, respectively. The Fund's total return is computed by finding the average annual compounded rate of return over the 1-year, 5-year, and 10-year periods that would equate the initial amount invested to the ending redeemable value according to the following formula: n _____ T = \ /ERV/P - 1 Where: P = a hypothetical initial investment of $1,000. T = average annual total return. n = number of years. ERV = ending redeemable value of a hypothetical $1,000 investment made at the beginning of the 1 year, 5 year and life-of-fund periods. 44 Because each share has its own sales charge and fee structure, the classes have different performance results. In the case of Class A shares or Class B shares, this calculation assumes the maximum sales charge is included in the initial investment or the CDSC is applied at the end of the period. This calculation also assumes that all dividends and distributions are reinvested at net asset value on the reinvestment dates during the period. The "distribution rate" is determined by annualizing the result of dividing the declared dividends of the Fund during the period stated by the maximum offering price or net asset value at the end of the period. In addition to average annual total returns, the Fund may quote unaveraged or cumulative total returns reflecting the simple change in value of an investment over a stated period. Cumulative total returns may be quoted as a percentage or as a dollar amount, and may be calculated for a single investment, a series of investments, and/or a series of redemptions, over any time period. Total returns may be quoted with or without taking the Fund's maximum sales charge on Class A shares or the CDSC on Class B shares into account. Excluding the Fund's sales charge on Class A shares and the CDSC on Class B shares from a total return calculation produces a higher total return figure. From time to time, in reports and promotional literature, the Fund's yield and total return will be compared to indices of mutual funds and bank deposit vehicles such as Lipper Analytical Services, Inc.'s "Lipper -- Fixed Income Fund Performance Analysis," a monthly publication which tracks net assets, total return, and yield on fixed income mutual funds in the United States. Ibottson and Associates, CDA Weisenberger and F.C. Towers are also used for comparison purposes, as well as the Russell and Wilshire Indices. Performance rankings and ratings reported periodically in national financial publications such as MONEY Magazine, FORBES, BUSINESS WEEK, THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S, etc. will also be utilized. The Fund's promotional and sales literature may make reference to the Fund's "beta." Beta is a reflection of the market-related risk of the Fund by showing how responsive the Fund is to the market. The performance of the Fund is not fixed or guaranteed. Performance quotations should not be considered to be representations of performance of the Fund for any period in the future. The performance of the Fund is a function of many factors including its earnings, expenses and number of outstanding shares. Fluctuating market conditions; purchases, sales and maturities of portfolio securities; sales and redemptions of shares of beneficial interest; and changes in operating expenses are all examples of items that can increase or decrease the Fund's performance. BROKERAGE ALLOCATION Decisions concerning the purchase and sale of portfolio securities and the allocation of brokerage commissions are made by the Adviser pursuant to recommendations made by its investment committee of the Adviser, which consists of officers and Trustees who are interested persons of the Fund. Orders for purchases and sales of securities are placed in a manner which, in the opinion of the Adviser, will offer the best price and market for the execution of each transaction. Purchases from underwriters of portfolio securities may include a commission or commissions paid by the issuer and transactions with dealers serving as market makers reflect a "spread." Debt securities are generally traded on a net basis through dealers acting for their own account as principals and not as brokers; no brokerage commissions are payable on such transactions. 45 In the U.S. and in some other countries, debt securities are traded principally in the over-the-counter market on a net basis through dealers acting for their own account and not as brokers. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. Commissions on foreign transactions are generally higher than the negotiated commission rates available in the U.S. There is generally less government supervision and regulation of foreign stock exchanges and broker-dealers than in the U.S.. The Fund's primary policy is to execute all purchases and sales of portfolio instruments at the most favorable prices consistent with best execution, considering all of the costs of the transaction including brokerage commissions. This policy governs the selection of brokers and dealers and the market in which a transaction is executed. Consistent with the foregoing primary policy, the Rules of Fair Practice of the National Association of Securities Dealer, Inc. and other policies that the Trustees may determine, the Adviser may consider sales of shares of the Fund as a factor in the selection of broker-dealers to execute the Fund's portfolio transactions. To the extent consistent with the foregoing, the Fund will be governed in the selection of brokers and dealers, and the negotiation of brokerage commission rates and dealer spreads, by the reliability and quality of the services, including primarily the availability and value of research information and to a lesser extent statistical assistance furnished to the Adviser of the Fund, and their value and expected contribution to the performance of the Fund. It is not possible to place a dollar value on information and services to be received from brokers and dealers, since it is only supplementary to the research efforts of the Adviser. The receipt of research information is not expected to reduce significantly the expenses of the Adviser. The research information and statistical assistance furnished by brokers and dealers may benefit the Life Company or other advisory clients of the Adviser, and conversely, brokerage commissions and spreads paid by other advisory clients of the Adviser may result in research information and statistical assistance beneficial to the Fund. The Fund will make no commitments to allocate portfolio transactions upon any prescribed basis. While the Adviser will be primarily responsible for the allocation of the Fund's brokerage business, their policies and practices in this regard must be consistent with the foregoing and will at all times be subject to review by the Trustees. For the fiscal years ended October 31, 1996, 1995, and 1994, the Fund paid negotiated brokerage commissions of $459,477, $263,019, and $318,023, respectively. As permitted by Section 28(e) of the Securities Exchange Act of 1934, the Fund may pay to a broker which provides brokerage and research services to the Fund an amount of disclosed commission in excess of the commission which another broker would have charged for effecting that transaction. This practice is subject to a good faith determination by the Trustees that the price is reasonable in light of the services provided and to policies that the Trustees may adopt from time to time. During the fiscal year ended October 31, 1996, the Fund pay commissions of $56,032 as compensation to any brokers for research services such as industry, economic and company reviews and evaluations of securities. The Adviser's indirect parent, the Life Company, is the indirect sole shareholder of John Hancock Distributors, Inc. ("Distributors" or "Affiliated Broker"). Pursuant to procedures established by the Trustees and consistent with the above policy of obtaining best net results, the Fund may execute portfolio transactions with or through Affiliated Brokers. During the year ended October 31, 1996, the Fund did not execute any portfolio transactions with then Affiliated Brokers. Distributors may act as broker for the Fund on exchange transactions, subject, however, to the general policy of the Fund set forth above and the procedures adopted by the Trustees pursuant to the 1940 Act. Commissions paid to an Affiliated Broker must be at least as favorable as those which the Trustees 46 believe to be contemporaneously charged by other brokers in connection with comparable transactions involving similar securities being purchased or sold. A transaction would not be placed with an Affiliated Broker if the Fund would have to pay a commission rate less favorable than the Affiliated Broker's contemporaneous charges for comparable transactions for its other most favored, but unaffiliated, customers, except for accounts for which the Affiliated Broker acts as a clearing broker for another brokerage firm, and any customers of the Affiliated Broker not comparable to the Fund as determined by a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Fund, the Adviser or the Affiliated Brokers. Because the Adviser, which is affiliated with the Affiliated Brokers, has, as an investment adviser to the Fund, the obligation to provide investment management services, which includes elements of research and related investment skills, such research and related skills will not be used by the Affiliated Brokers as a basis for negotiating commissions at a rate higher than that determined in accordance with the above criteria. Other investment advisory clients advised by the Adviser may also invest in the same securities as the Fund. When these clients buy or sell the same securities at substantially the same time, the Adviser may average the transactions as to price and allocate the amount of available investments in a manner which the Adviser believes to be equitable to each client, including the Fund. In some instances, the investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for it. On the other hand, to the extent permitted by law, the Adviser may aggregate securities to be sold or purchased for the Fund with those to be sold or purchased for other clients managed by it in order to obtain best execution. TRANSFER AGENT SERVICES John Hancock Signature Services, Inc., 1 John Hancock Way STE 1000, Boston, MA 02217- 1000, a wholly owned indirect subsidiary of the Life Company, is the transfer and dividend paying agent for the Fund. The Fund pays an annual fee of $19.00 for each Class A shareholder and $21.50 for each Class B shareholder plus certain out-of-pocket expenses. These expenses are aggregated and charged to the Fund and allocated to each class on the basis of their relative net asset values. CUSTODY OF PORTFOLIO Portfolio securities of the Fund are held pursuant to a custodian agreement between the Fund and Investors Bank & Trust Company ("IBT"), 89 South Street, Boston, Massachusetts 02111. Under the custodian agreement, IBT performs custody, portfolio and fund accounting services. INDEPENDENT AUDITORS Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116, has been selected as the independent auditors of the Fund. The financial statements of the Fund is included in the Prospectus and this Statement of Additional Information have been audited by Ernst & Young LLP for the periods indicated in their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 47 APPENDIX A Description of Bond Ratings The ratings of Moody's Investors Service, Inc. and Standard & Poor's Ratings Group represent their opinions as to the quality of various debt instruments they undertake to rate. It should be emphasized that ratings are not absolute standards of quality. Consequently, debt instruments with the same maturity, coupon and rating may have different yields while debt instruments of the same maturity and coupon with different ratings may have the same yield. MOODY'S INVESTORS SERVICE, INC. Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa: Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuations of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment at some time in the future. Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B: Bonds which are rated B generally lack the characteristics of desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. A-1 STANDARD & POOR'S RATINGS GROUP AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree. A: Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB, B: Debt rated BB, and B is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and CC the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. A-2 JOHN HANCOCK GLOBAL TECHNOLOGY FUND Class A and Class B Shares STATEMENT OF ADDITIONAL INFORMATION March 1, 1997 This Statement of Additional Information provides information about John Hancock Global Technology Fund (the "Fund") in addition to the information that is contained in the combined International/Global Fund's Prospectus dated March 1, 1997 (the "Prospectus"). The Fund is a diversified series of John Hancock Series Trust (the "Trust"). This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectus, a copy of which can be obtained free of charge by writing or telephoning: John Hancock Signature Services, Inc. 1 John Hancock Way STE 1000 Boston, Massachusetts 02217-1000 1-(800)-225-5291 Table of Contents Page Organization of the Fund ............................................... 2 Investment Objectives and Policies ..................................... 2 Investment Restrictions ................................................ 14 Those Responsible for Management ....................................... 16 Investment Advisory and Other Services ................................. 26 Distribution Contracts ................................................. 29 Net Asset Value ........................................................ 30 Initial Sales Charge on Class A Shares ................................. 31 Deferred Sales Charge on Class B Shares ................................ 33 Special Redemptions .................................................... 36 Additional Services and Programs ....................................... 37 Description of the Fund's Shares ....................................... 38 Tax Status ............................................................. 39 Calculation of Performance ............................................. 44 Brokerage Allocation ................................................... 46 Transfer Agent Services ................................................ 48 Custody of Portfolio ................................................... 48 Independent Auditors ................................................... 48 Appendix................................................................ A-1 Financial Statements ................................................... F-1 1 ORGANIZATION OF THE FUND The Fund is a series of the Trust, an open-end investment management company organized as a Massachusetts business trust on December 2, 1996. On December 2, 1996, the Trust assumed the registration statement of John Hancock Technology Series, Inc. (the "Company"). As of January 1, 1995, the Fund changed its name to John Hancock Global Technology Fund. Effective October 1, 1992, the Fund ceased doing business as Global Technology Fund and commenced doing business under the name John Hancock Freedom Global Technology Fund. John Hancock Advisers, Inc. (the "Adviser") is the Fund's investment adviser. The Adviser is an indirect wholly-owned subsidiary of John Hancock Mutual Life Insurance Company (the "Life Company"), a Massachusetts life insurance company chartered in 1862, with national headquarters at John Hancock Place, Boston, Massachusetts. The Fund's Sub-Adviser is American Fund Advisors, Inc. ("AFA" or the "Sub-Adviser"). INVESTMENT OBJECTIVES AND POLICIES The following information supplements the discussion of the Fund's investment objective and policies discussed in the Prospectus. The Fund's primary investment objective is long-term growth of capital through investments principally in equity securities of companies that rely extensively on technology in their product development or operations. Income is a secondary objective. There is no assurance that the Fund will achieve its investment objectives. Under normal market conditions, at least 65% of the Fund's total assets are invested in securities of the technology companies noted above. The Fund's portfolio is primarily comprised of U.S. and foreign common stocks and securities convertible into common stocks, including convertible bonds, convertible preferred stocks and warrants. Investments in U.S. and foreign companies that rely extensively on technology in product development or operations may be expected to benefit from scientific developments and the application of technical advances resulting from improving technology in many different fields, such as computer software and hardware, semiconductors, telecommunications, defense and commercial electronics, data storage and retrieval biotechnology and others. Generally, investments will be made in securities of a company that relies extensively on technology in product development or operations only if a significant part of its assets are invested in, or a significant part of its total revenue or net income is derived from, this technology. When market conditions suggest a need for a defensive investment strategy, the Fund may temporarily invest in short-term obligations of or securities guaranteed by the U.S. Government or its agencies or instrumentailities, high quality bank certificates of deposit and commercial paper. This temporary investment strategy is not designed to achieve the Fund's primary investment objective. Risks of Technology-Intensive Companies. Securities prices of the companies in which the Fund invests have tended to be subject to greater volatility than securities prices in many other industries, due to particular factors affecting these industries. Competitive pressures may also have a significant effect on the financial condition of technology-intensive companies. For example, if the development of new technology continues to advance at an accelerated rate, and the number of companies and product offerings continues to expand, the companies 2 could become increasingly sensitive to short product cycles and aggressive pricing. Accordingly, the Fund's performance will be particularly susceptible to factors affecting these companies as well as the economy as a whole. Investments in Foreign Securities. The Fund may invest in securities of foreign issuers. Normally the Fund will invest at least 65% of its net assets in securities of issuers in at least three countries, that may include the United States, but will not invest more than 25% of its net assets in any one foreign country. The Fund may invest in the securities of foreign issuers, including securities in the form of sponsored or unsponsored American Depository Receipts (ADRs), European Depository Receipts (EDRs) or other securities convertible into securities of foreign issuers. ADRs are receipts typically issued by an American bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. EDRs are receipts issued in Europe which evidence a similar ownership arrangement. Issuers of unsponsored ADRs are not contractually obligated to disclose material information, including financial information, in the United States. Generally, ADRs are designed for use in the United States securities markets and EDRs are designed for use in European securities markets. Foreign Currency Transactions. The foreign currency transactions of the Fund may be conducted on a spot (i.e., cash) basis at the spot rate for purchasing or selling currency prevailing in the foreign exchange market. The Fund may enter into forward foreign currency contracts involving currencies of the different countries in which it will invest as a hedge against possible variations in the foreign exchange rate between these currencies. The Fund may also engage in speculative forward currency transactions, and may use forward currency contracts as a substitute for investing in securities denominated in that currency or in order to create a synthetic position consisting of a security issued in one country and denominated in the currency of another country. Forward currency transactions are accomplished through contractual agreements to purchase or sell a specified currency at a specified future date and price set at the time of the contract. Transaction hedging is the purchase or sale of forward foreign currency contracts with respect to specific receivables or payables of the Fund accruing in connection with the purchase or sale of its portfolio securities denominated in foreign currencies. Portfolio hedging is the use of forward foreign currency contracts to offset portfolio security positions denominated or quoted in such foreign currencies. The Fund will not attempt to hedge all of its foreign portfolio positions and will enter into such transactions only to the extent, if any, deemed appropriate by the Adviser and Sub-Adviser. If the Fund enters into a forward contract requiring it to purchase foreign currency, its custodian bank will segregate cash or liquid securities, of any type or maturity, in a separate account of the Fund in an amount equal to the value of the Fund's total assets committed to the consummation of such forward contract. Those assets will be marked to market daily and if the value of the assets in the separate account declines, additional cash or liquid assets will be added so that the value of the account will equal the amount of the Fund's commitment in forward contracts. Hedging against a decline in the value of a currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. These transactions also preclude the opportunity for gain if the value of the hedged currency rises. Moreover, it may not be possible for the Fund to hedge against a devaluation that is so generally anticipated that the Fund is not able to contract to sell the currency at a price above the devaluation level it anticipates. The cost to the Fund of engaging in foreign currency transactions varies with such factors as the currency involved, the length of the contract period and the 3 market conditions then prevailing. Since transactions in foreign currency are usually conducted on a principal basis, no fees or commissions are involved. Risks of Foreign Securities. Investments in foreign securities may involve a greater degree of risk than those in domestic securities. There is generally less publicly available information about foreign companies in the form of reports and ratings similar to those that are published about issuers in the United States. Also, foreign issuers are generally not subject to uniform accounting, auditing and financial reporting requirements comparable to those applicable to United States issuers. Because foreign securities may be denominated in currencies other than the U.S. dollar, changes in foreign currency exchange rates will affect the Fund's net asset value, the value of dividends and interest earned, gains and losses realized on the sale of securities, and any net investment income and gains that the Fund distributes to shareholders. Securities transactions undertaken in some foreign markets may not be settled promptly so that the Fund's investments on foreign exchanges may be less liquid and subject to the risk of fluctuating currency exchange rates pending settlement. Foreign securities will be purchased in the best available market whether through over-the-counter markets or exchanges located in the countries where principal offices of the issuers are located. Foreign securities markets are generally not as developed or efficient as those in the United States. While growing in volume, they usually have substantially less volume than the New York Stock Exchange, and securities of some foreign issuers are less liquid and more volatile than securities of comparable United States issuers. Fixed commissions on foreign exchanges are generally higher than negotiated commissions on United States exchanges, although the fund will endeavor to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers and listed issuers than in the United States. With respect to certain foreign countries, there is the possibility of adverse changes in investment or exchange control regulations, expropriation, nationalization or confiscatory taxation, limitations on the removal of funds or other assets of the Fund, political or social instability, or diplomatic developments which could affect United States investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the United States' economy in terms of growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The dividends in some cases, capital gains, and interest payable on certain of the Fund's foreign portfolio securities, may be subject to foreign withholding or other foreign taxes, thus reducing the net amount of income or gains available for distribution to the Fund's shareholders. These risks may be intensified in the case of investments in emerging markets or countries with limited or developing capital markets. These countries are located in the Asia-Pacific region, Eastern Europe, Latin and South America, and Africa. Security prices in these markets can be significantly more volatile than in more developed countries, reflecting the greater uncertainties of investing in less established markets and economies. Political, legal and economic structures in many of these emerging market countries may be undergoing significant evolution and rapid development, and they may lack the social, political, legal and economic stability characteristic of more developed countries. Emerging market countries may have failed in the past to recognize private property rights. They may have relatively unstable governments, present the risk of nationalization of businesses, restrictions on foreign ownership, or 4 prohibitions on repatriation of assets, and may have less protection of property rights than more developed countries. Their economies may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. The Fund may be required to establish special custodial or other arrangements before making certain investments in these countries. Securities of issuers located in these countries may have limited marketability and may be subject to more abrupt or erratic price movements. Lower Rated High Yield Debt Obligations. The Fund may invest up to 10% of its net assets in fixed income securities that, at the time of investment, are rated CC or higher by Standard & Poor's Ratings Group ("Standard & Poor's") or Ca or higher by Moody's Investors Service, Inc. ("Moody's") or their equivalent, and unrated fixed income securities of comparable quality as determined by the Adviser. These securities include convertible and nonconvertible bonds and debentures, zero coupon bonds, payment-in-kind securities, increasing rate note securities, participation interests, stripped debt securities and other derivative debt securities. The value of fixed income securities generally varies inversely with interest rate changes. 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. Pay-In-Kind, Delayed and Zero Coupon Bonds. The Fund may invest in pay- in-kind, delayed and zero coupon bonds. These are securities issued at a discount from their face value because interest payments are typically postponed until maturity. The amount of the discount rate varies depending on factors including the time remaining until maturity, prevailing interest rates, the security's liquidity and the issuer's credit quality. These securities may also take the form of debt securities that have been stripped of their interest payments. A portion of the discount with respect to stripped tax-exempt securities or their coupons may be taxable. The market prices of pay-in-kind, delayed and zero coupon bonds generally are more volatile than the market prices of interest-bearing securities having similar maturities and credit quality. The Fund's investments in pay-in-kind, delayed and zero coupon securities may require the Fund to sell certain of its portfolio securities to generate sufficient cash to satisfy certain income distribution requirements. See "Tax Status." Preferred Stock. The Fund may purchase preferred stock. Preferred stocks are equity securities, but possess certain attributes of fixed income securities. Holders of preferred stocks normally have the right to receive dividends at a fixed rate when and as declared by the issuer's board of directors, but do not participate in other amounts available for distribution by the issuing corporation. Dividends on preferred stock may be cumulative, and all cumulative dividends usually must be paid prior to dividend payments to common stockholders. Because of this preference, preferred stocks generally entail less risk than common stocks. Upon liquidation, preferred stocks are entitled to a specified liquidation preference, which is generally the same as the par or stated value, and are senior in right of payment to common stocks. Preferred stocks are equity securities in that they do not represent a liability of the issuer and therefore do not offer a great a degree of protection of capital or assurance of continued income as investments in corporate debt securities. In addition, preferred stocks are subordinated in right of payment to all debt obligations and creditors of the issuer, and convertible preferred stocks may be subordinated to other preferred stock of the same issuer. See "Convertible Securities" below for a description of certain characteristics of convertible preferred stock. 5 Convertible Securities. The Fund may purchase convertible fixed income securities and preferred stock. Convertible securities are securities that may be converted at either a stated price or stated rate into underlying shares of common stock of the same issuer. Convertible securities have general characteristics similar to both fixed income and equity securities. Although to a lesser extent than with straight debt securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stocks and therefore will also react to variations in the general market for equity securities. A unique feature of convertible securities is that as the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis, and consequently may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer. However, the issuers of convertible securities may default on their obligations. Structured or Hybrid Notes. The Fund may invest in "structured" or "hybrid" notes. The distinguishing feature of a structured or hybrid note is that the amount of interest and/or principal payable on the note is based on the performance of a benchmark asset or market other than fixed income securities or interest rates. Examples of these benchmarks include stock prices, currency exchange rates and physical commodity prices. Investing in a structured note allows the Fund to gain exposure to the benchmark market while fixing the maximum loss that the Fund may experience in the event that market does not perform as expected. Depending on the terms of the note, the Fund may forego all or part of the interest and principal that would be payable on a comparable conventional note; the Fund's loss cannot exceed this foregone interest and/or principal. An investment in structured or hybrid notes involves risks similar to those associated with a direct investment in the benchmark asset. Participation Interests. Participation interests, which may take the form of interests in, or assignments of certain loans, are acquired from banks who have made these loans or are members of a lending syndicate. The Fund's investments in participation interests are subject to its limitation on investments in illiquid securities. The Fund may purchase only those participation interests that mature in 60 days or less, or, if maturing in more than 60 days, that have a floating rate that is automatically adjusted at least once every 60 days. Repurchase Agreements. In a repurchase agreement the Fund buys a security for a relatively short period (usually not more than 7 days) subject to the obligation to sell it back to the issuer at a fixed time and price plus accrued interest. The Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in U.S. Government securities. The Adviser will continuously monitor the creditworthiness of the parties with whom the Fund enters into repurchase agreements. The Fund has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Fund's custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, the Fund could experience delays in liquidating the underlying securities during the period in which the Fund seeks to enforce its rights thereto, possible subnormal levels of income, decline in value of the underlying securities or lack of access to income during this period as well as the expense of enforcing its rights. 6 Reverse Repurchase Agreements. The Fund may also enter into reverse purchase agreements which involve the sale of U.S. Government securities held in its portfolio to a bank with an agreement that the Fund will buy back the securities at a fixed future date at a fixed price plus an agreed amount of "interest" which may be reflected in the repurchase price. Reverse repurchase agreements are considered to be borrowings by the Fund. Reverse repurchase agreements involve the risk that the market value of securities purchased by the Fund with proceeds of the transaction may decline below the repurchase price of the securities sold by the Fund which it is obligated to repurchase. The Fund will also continue to be subject to the risk of a decline in the market value of the securities sold under the agreements because it will reacquire those securities upon effecting their repurchase. To minimize various risks associated with reverse repurchase agreements, the Fund will establish and maintain with the Fund's custodian a separate account consisting of liquid securities, of any type or maturity, in an amount at least equal to the repurchase prices of the securities (plus any accrued interest thereon) under such agreements. In addition, the Fund will not enter into reverse repurchase agreements and other borrowings except from banks as a temporary measure for extraordinary or emergency purposes (including meeting redemptions without immediately selling securities), but not for leveraging or investment, in an amount not to exceed 10% of the value of net assets at the time the borrowing is made, provided, however, that as long as such borrowings exceed 5% of the value of net assets, the Fund will not make any investments. The Fund will enter into reverse repurchase agreements only with federally insured banks which are approved in advance as being creditworthy by the Trustees. Under the procedures established by the Trustees, the Adviser will monitor the creditworthiness of the banks involved. Restricted Securities. The Fund may purchase securities that are not registered ("restricted securities") under the Securities Act of 1933 ("1933 Act"), including commercial paper issued in reliance on Section 4(2) of the 1933 act and securities offered and sold to "qualified institutional buyers" under Rule 144A under the 1933 Act. The Fund will not invest more than 15% of its net assets in illiquid investments. If the Trustees determine, based upon a continuing review of the trading markets for specific Section 4(2) paper or Rule 144A securities, that they are liquid, will not be subject to the 15% limit on illiquid investments. The Trustees may adopt guidelines and delegate to the Adviser the daily function of determining and monitoring the liquidity of restricted securities. The Trustees, however, will retain sufficient oversight and be ultimately responsible for the determinations. The Trustees will carefully monitor the Fund's investments in these securities, focusing on such important factors, among others, as valuation, liquidity and availability of information. This investment practice could have the effect of increasing the level of illiquidity in the Fund if qualified institutional buyers become for a time uninterested in purchasing these restricted securities. Ratings as Investment Criteria. In general, the ratings of Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Group ("S&P") represent the opinions of these agencies as to the quality of the securities which they rate. It should be emphasized, however, that such ratings are relative and subjective and are not absolute standards of quality. These ratings will be used by the Fund as initial criteria for the selection of portfolio securities. Among the factors which will be considered are the long-term ability of the issuer to pay principal and interest and general economic trends. Appendix A contains further information concerning the ratings of Moody's and S&P and their significance. Subsequent to its purchase by the Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by 7 the Fund. Neither of these events will require the sale of the securities by the Fund, but the Adviser will consider the event in its determination of whether the Fund should continue to hold the securities. Options on Securities, Securities Indices and Currency. The Fund may purchase and write (sell) call and put options on any securities in which it may invest, on any securities index based on securities in which it may invest or on any currency in which Fund investments may be denominated. These options may be listed on national domestic securities exchanges or foreign securities exchanges or traded in the over-the-counter market. The Fund may write covered put and call options and purchase put and call options to enhance total return, as a substitute for the purchase or sale of securities or currency, or to protect against declines in the value of portfolio securities and against increases in the cost of securities to be acquired. Writing Covered Options. A call option on securities or currency written by the Fund obligates the Fund to sell specified securities or currency to the holder of the option at a specified price if the option is exercised at any time before the expiration date. A put option on securities or currency written by the Fund obligates the Fund to purchase specified securities or currency from the option holder at a specified price if the option is exercised at any time before the expiration date. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security. Writing covered call options may deprive the Fund of the opportunity to profit from an increase in the market price of the securities or foreign currency assets in its portfolio. Writing covered put options may deprive the Fund of the opportunity to profit from a decrease in the market price of the securities or foreign currency assets to be acquired for its portfolio. All call and put options written by the Fund are covered. A written call option or put option may be covered by (i) maintaining cash or liquid securities, either of which may be quoted or denominated in any currency, in a segregated account maintained by the Fund's custodian with a value at least equal to the Fund's obligation under the option, (ii) entering into an offsetting forward commitment and/or (iii) purchasing an offsetting option or any other option which, by virtue of its exercise price or otherwise, reduces the Fund's net exposure on its written option position. A written call option on securities is typically covered by maintaining the securities that are subject to the option in a segregated account. The Fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index. The Fund may terminate its obligations under an exchange traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as "closing purchase transactions." Purchasing Options. The Fund would normally purchase call options in anticipation of an increase, or put options in anticipation of a decrease ("protective puts"), in the market value of securities or currencies of the type in which it may invest. The Fund may also sell call and put options to close out its purchased options. The purchase of a call option would entitle the Fund, in return for the premium paid, to purchase specified securities or currency at a specified price during the option period. The Fund would ordinarily realize a gain on the purchase of a 8 call option if, during the option period, the value of such securities or currency exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the call option. The purchase of a put option would entitle the Fund, in exchange for the premium paid, to sell specified securities or currency at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of the Fund's portfolio securities or the currencies in which they are denominated. Put options may also be purchased by the Fund for the purpose of affirmatively benefiting from a decline in the price of securities or currencies which it does not own. The Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities or currency decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of put options may be offset by countervailing changes in the value of the Fund's portfolio securities. The Fund's options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which the Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions. Risks Associated with Options Transactions. There is no assurance that a liquid secondary market on a domestic or foreign options exchange will exist for any particular exchange-traded option or at any particular time. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or currencies or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities or currencies. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. 9 The Fund's ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. The Adviser will determine the liquidity of each over-the-counter option in accordance with guidelines adopted by the Trustees. The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of options depends in part on the Adviser's ability to predict future price fluctuations and, for hedging transactions, the degree of correlation between the options and securities or currency markets. Futures Contracts and Options on Futures Contracts. To seek to increase total return or hedge against changes in interest rates, securities prices or currency exchange rates, the Fund may purchase and sell various kinds of futures contracts, and purchase and write call and put options on these futures contracts. The Fund may also enter into closing purchase and sale transactions with respect to any of these contracts and options. The futures contracts may be based on various securities (such as U.S. Government securities), securities indices, foreign currencies and any other financial instruments and indices. All futures contracts entered into by the Fund are traded on U.S. or foreign exchanges or boards of trade that are licensed, regulated or approved by the Commodity Futures Trading Commission ("CFTC"). Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments or currencies for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract). Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures contracts on securities or currency will usually be liquidated in this manner, the Fund may instead make, or take, delivery of the underlying securities or currency whenever it appears economically advantageous to do so. A clearing corporation associated with the exchange on which futures contracts are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date. Hedging and Other Strategies. Hedging is an attempt to establish with more certainty than would otherwise be possible the effective price or rate of return on portfolio securities or securities that the Fund proposes to acquire or the exchange rate of currencies in which portfolio securities are quoted or denominated. When interest rates are rising or securities prices are falling, the Fund can seek to offset a decline in the value of its current portfolio securities through the sale of futures contracts. When interest rates are falling or securities prices are rising, the Fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. The Fund may seek to offset anticipated changes in the value of a currency in which its portfolio securities, or securities that it intends to purchase, are quoted or denominated by purchasing and selling futures contracts on such currencies. The Fund may, for example, take a "short" position in the futures market by selling futures contracts in an attempt to hedge against an anticipated rise in interest rates or a decline in market prices or foreign currency rates that would adversely affect the dollar value of the Fund's portfolio securities. Such futures contracts may include contracts for the future delivery of securities 10 held by the Fund or securities with characteristics similar to those of the Fund's portfolio securities. Similarly, the Fund may sell futures contracts on any currencies in which its portfolio securities are quoted or denominated or in one currency to hedge against fluctuations in the value of securities denominated in a different currency if there is an established historical pattern of correlation between the two currencies. If, in the opinion of the Adviser, there is a sufficient degree of correlation between price trends for the Fund's portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the Fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in the Fund's portfolio may be more or less volatile than prices of such futures contracts, the Adviser will attempt to estimate the extent of this volatility difference based on historical patterns and compensate for any differential by having the Fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting the Fund's portfolio securities. When a short hedging position is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of the Fund's portfolio securities would be substantially offset by a decline in the value of the futures position. On other occasions, the Fund may take a "long" position by purchasing futures contracts. This would be done, for example, when the Fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices or currency exchange rates then available in the applicable market to be less favorable than prices that are currently available. The Fund may also purchase futures contracts as a substitute for transactions in securities or foreign currency, to alter the investment characteristics of or currency exposure associated with portfolio securities or to gain or increase its exposure to a particular securities market or currency. Options on Futures Contracts. The Fund may purchase and write options on futures for the same purposes as its transactions in futures contracts. The purchase of put and call options on futures contracts will give the Fund the right (but not the obligation) for a specified price to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs. The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the Fund's assets. By writing a call option, the Fund becomes obligated, in exchange for the premium (upon exercise of the option) to sell a futures contract if the option is exercised, which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium which may partially offset an increase in the price of securities that the Fund intends to purchase. However, the Fund becomes obligated (upon exercise of the option) to purchase a futures contract if the option is exercised, which may have a value lower than the exercise price. The loss incurred by the Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option of the same series. There 11 is no guarantee that such closing transactions can be effected. The Fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market. Other Considerations. The Fund will engage in futures and related options transactions either for bona fide hedging purposes or to seek to increase total return as permitted by the CFTC. To the extent that the Fund is using futures and related options for hedging purposes, futures contracts will be sold to protect against a decline in the price of securities (or the currency in which they are quoted or denominated) that the Fund owns or futures contracts will be purchased to protect the Fund against an increase in the price of securities (or the currency in which they are quoted or denominated) it intends to purchase. The Fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging purposes are substantially related to price fluctuations in securities held by the Fund or securities or instruments which it expects to purchase. As evidence of its hedging intent, the Fund expects that on 75% or more of the occasions on which it takes a long futures or option position (involving the purchase of futures contracts), the Fund will have purchased, or will be in the process of purchasing, equivalent amounts of related securities (or assets denominated in the related currency) in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for the Fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets. To the extent that the Fund engages in nonhedging transactions in futures contracts and options on futures, the aggregate initial margin and premiums required to establish these nonhedging positions will not exceed 5% of the net asset value of the Fund's portfolio, after taking into account unrealized profits and losses on any such positions and excluding the amount by which such options were in-the-money at the time of purchase. The Fund will engage in transactions in futures contracts and related options only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), for maintaining its qualification as a regulated investment company for federal income tax purposes. Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in the case of contracts and options obligating the Fund to purchase securities or currencies, require the Fund to establish with the custodian a segregated account consisting of cash or liquid securities in an amount equal to the underlying value of such contracts and options. While transactions in futures contracts and options on futures may reduce certain risks, these transactions themselves entail certain other risks. For example, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options transactions. Perfect correlation between the Fund's futures positions and portfolio positions will be impossible to achieve. There are no futures contracts based upon individual securities, except certain U.S. Government securities. The only futures contracts available to hedge the Fund's portfolio are various futures on U.S. Government securities, securities indices and foreign currencies. In the event of an imperfect correlation between a futures position and a portfolio position which is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss. In addition, it is not possible to hedge fully or protect against currency fluctuations affecting the 12 value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. Some futures contracts or options on futures may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in a futures contract or related option, which may make the instrument temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or related option can vary from the previous day's settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the Fund from closing out positions and limiting its losses. Lending of Securities. The Fund may lend portfolio securities to brokers, dealers, and financial institutions if the loan is collateralized by cash or U.S. Government securities according to applicable regulatory requirements. The Fund may reinvest any cash collateral in short-term securities and money market funds. When the Fund lends portfolio securities, there is a risk that the borrower may fail to return the securities involved in the transaction. As a result, the Fund may incur a loss or, in the event of the borrower's bankruptcy, the Fund may be delayed in or prevented from liquidating the collateral. It is a fundamental policy of the Fund not to lend portfolio securities having a total value exceeding 33 1/3% of its total assets. Rights and Warrants. The Fund may purchase warrants and rights which are securities permitting, but not obligating, their holder to purchase the underlying securities at a predetermined price, subject to the Fund's Investment Restrictions. Generally, warrants and stock purchase rights do not carry with them the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. As a result, an investment in warrants and rights may be considered to entail greater investment risk than certain owner types of investments. In addition, the value of warrants and rights does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or prior to their expiration date. Investment in warrants and rights increases the potential profit or loss to be realized from the investment of a given amount of the Fund's assets as compared with investing the same amount in the underlying stock. Forward Commitment and When-Issued Securities. The Fund may purchase securities on a when-issued or forward commitment basis. "When-issued" refers to securities whose terms are available and for which a market exists, but which have not been issued. The Fund will engage in when-issued transactions with respect to securities purchased for its portfolio in order to obtain what is considered to be an advantageous price and yield at the time of the transaction. For when-issued transactions, no payment is made until delivery is due, often a month or more after the purchase. In a forward commitment transaction, the Fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time. When the Fund engages in forward commitment and when-issued transactions, it relies on the seller to consummate the transaction. The failure of the issuer or seller to consummate the transaction may result in the Fund's losing the opportunity to obtain a price and yield considered to be advantageous. The purchase of securities on a when-issued or forward commitment basis also involves a risk of loss if the value of the security to be purchased declines prior to the settlement date. On the date the Fund enters into an agreement to purchase securities on a when-issued or forward commitment basis, the Fund will segregate in a separate 13 account cash or liquid securities, of any type or maturity, equal in value to the Fund's commitment. These assets will be valued daily at market, and additional cash or securities will be segregated in a separate account to the extent that the total value of the assets in the account declines below the amount of the when-issued commitments. Alternatively, the Fund may enter into offsetting contracts for the forward sale of other securities that it owns. Short Term Trading and Portfolio Turnover. Short-term trading means the purchase and subsequent sale of a security after it has been held for a relatively brief period of time. The Fund may engage in short-term trading in response to stock market conditions, changes in interest rates or other economic trends and developments, or to take advantage of yield disparities between various fixed income securities in order to realize capital gains or improve income. Short-term trading may have the effect of increasing portfolio turnover rate. A high rate of portfolio turnover (100% or greater) involves correspondingly greater brokerage expenses and may make it more difficult for the Fund to qualify as a regulated investment company for federal income tax purposes. The Fund's portfolio turnover rate is set forth in the table under the caption "Financial Highlights" in the Prospectus. INVESTMENT RESTRICTIONS Fundamental Investment Restrictions. The following investment restrictions (as well as the fund's investment objective) will not be changed without approval of a majority of the Fund's outstanding voting securities which, as used in the Prospectus and this Statement of Additional Information, means approval by the lesser of (1) the holders of 67% or more of the Fund's shares represented at a meeting if more than 50% of the Fund's outstanding shares are present in person or by proxy at the meeting or (2) more than 50% of the Fund's outstanding shares. The Fund observes the following fundamental restrictions. The Fund may not: (1) Invest less than 65% of the value of its total assets (exclusive of cash, U.S. Government securities and short-term commercial paper) in securities of companies which rely extensively on technology in product development or operation, except temporarily during periods when economic conditions with respect to such companies in that industry are unfavorable. (2) With respect to 75% of its total assets, purchase any security (other than securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such securities) if, as a result: (a) more than 5% of its total assets would be invested in the securities of any one issuer, or (b) the Fund would own more than 10% of the voting securities of any one issuer. (3) Issue senior securities, except as permitted by paragraphs (4) and (8) below. For purposes of this restriction, the issuance of shares of common stock in multiple classes, the purchase or sale of options, futures contracts and options on futures contracts, forward commitments, and repurchase agreements entered into in accordance with the Fund's investment policies, and the pledge, mortgage or hypothecation of the Fund's assets are not deemed to be senior securities (4) Borrow money, except from banks as a temporary measure for extraordinary or emergency purposes (including meeting redemptions without 14 immediately selling securities), but not for leveraging or investment, in an amount not to exceed 10% of the value of net assets at the time the borrowing is made, provided, however, that as long as such borrowings exceed 5% of the value of net assets, the Fund will not make any investments. Under the Investment Company Act of 1940, as amended (the "1940 Act"), asset coverage of 300% of any borrowing must be maintained. (5) Act as an underwriter of securities of other issuers except to the extent that in selling portfolio securities it may be deemed to be an underwriter for purposes of the 1933 Act. (6) Purchase real estate or any interest therein (except real estate used exclusively in the current operation of the Fund's affairs), but this restriction does not prevent the Fund from investing in debt securities secured by real estate or interests therein. (7) Purchase or sell commodities or commodity contracts, except that the Fund may purchase and sell options on securities, securities indices, currency and other financial instruments, futures contracts on securities, securities indices, currency and other financial instruments and options on such futures contracts, forward commitments, interest rate swaps, caps and floors, securities index put or call warrants and repurchase agreements entered into in accordance with the Fund's investment policies. (8) Make loans, except that the Fund may (1) lend portfolio securities in accordance with the Fund's investment policies up to 33 1/3% of the Fund's total assets taken at market value, (2) enter into repurchase agreements, and (3) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or nor the purchase is made upon the original issuance of the securities. Nonfundamental Investment Restrictions. The following investment restrictions are designated as nonfundamental and may be changed by the Trustees without shareholder approval. The Fund may not: (1) Purchase a security if, as a result, (i) more than 10% of the Fund's total assets would be invested in the securities of other investment companies, (ii) the Fund would hold more than 3% of the total outstanding voting securities of any one investment company, or (iii) more than 5% of the Fund's total assets would be invested in the securities of any one investment company. These limitations do not apply to (a) the investment of cash collateral, received by the Fund in connection with lending the Fund's portfolio securities, in the securities of open-end investment companies or (b) the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or purchase of substantially all of the assets of another investment company. Subject to the above percentage limitations, the Fund may, in connection with the John Hancock Group of Funds Deferred Compensation Plan for Independent Trustees/Trustees, purchase securities of other investment companies within the John Hancock Group of Funds. In addition, as a nonfundamental restriction, the Fund may not purchase the shares of any closed-end investment company except in the open market where no commission or profit to a sponsor or dealer results from the purchase, other than customary brokerage fees. (2) Purchase securities on margin, although it may obtain such short-term credits as may be necessary for the clearance of securities purchased. (3) Make short sales of securities or maintain a short position. 15 (4) Purchase or sell puts, calls, straddles, spreads or any combination thereof, except that (i) it may sell call options listed on a national securities exchange against its portfolio securities if such call options remain fully covered throughout the exercise period and where such underlying securities have an aggregate value (determined as of the date the calls are sold) not exceeding 5% of the total assets of the Fund, and (ii) the Fund may purchase call options in related "closing purchase transactions," where not more than 5% of its total assets are invested in such options. (5) Purchase securities of an issuer which, together with any predecessor, has been in operation for less than three years (except investments in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities), if, as a result, more than 5% of the Fund's total assets would be invested in such securities. (6) Purchase or sell interests in real estate limited partnerships or in oil, gas or other mineral leases or exploration or development programs (although it may invest in companies which own or invest in such interests). (7) Purchase or retain the securities of an issuer any of the officers, directors, trustees or security holders of which (a) is an officer or trustee of the Trust or a member, officer, director or trustee of its investment adviser and (b) owns beneficially more than 1/2 of 1% of the shares or securities of both (taken at market value) of such issuer, unless all such individuals owning more than 1/2 of 1% of such shares or securities together own beneficially less than 5% of such shares or securities or both. (8) Invest more than 5% of the value of its total assets in warrants (other than those that have been acquired in units or attached to other securities). No more than 2% of the Fund's total assets may be invested in warrants which are not listed on the New York Stock Exchange or the American Stock Exchange. In applying this limitation, warrants will be valued at the lesser of cost or market value unless acquired by the Fund in units with, or attached to, debt securities, in which case no value will be assigned. (9) Invest in companies for the purpose of exercising control. (10) Purchase any security, including any repurchase agreement maturing in more than seven days, which is not readily marketable, if more than 15% of the net assets of the Fund, taken at market value, would be invested in such securities. (The staff of the Securities and Exchange Commission considers over-the-counter options to be illiquid securities subject to the 15% limit.) The Fund agrees that, in accordance with the Ohio Securities Division and until such regulations are no longer required, it will comply with Rule 1301:6-3- 09(E)(12) by not investing more than 15% of its total assets in the aggregate in securities of issuers which, together with any predecessors, have a record of less than three years continuous operation, and in securities of issuers which are restricted as to disposition, including securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. THOSE RESPONSIBLE FOR MANAGEMENT The business of the Fund is managed by the Trustees of the Trust who elect officers who are responsible for the day-to-day operations of the Fund and who execute policies formulated by the Trustees. Several of the officers and Trustees of the Trust are also officers or Directors of the Adviser or 16 Sub-Adviser, or officers and Directors of the Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds").
Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Edward J. Boudreau, Jr. * Trustee, Chairman and Chief Chairman and Chief Executive 101 Huntington Avenue Executive Officer (1, 2) Officer, the Adviser and The Boston, MA 02199 Berkeley Financial Group ("Berkeley October 1944 Group"); Chairman, NM Capital Management, Inc. ("NM Capital") and John Hancock Advisers International Limited ("Advisers International"); Chairman, Chief Executive Officer and President, John Hancock Funds, Inc. ("John Hancock Funds"), First Signature Bank and Trust Company and Sovereign Asset Management Corporation ("SAMCorp."); Director, John Hancock Insurance Agency, Inc. ("Insurance Agency, Inc."), John Hancock Capital Corporation and New England/Canada Business Council; Member, Investment Company Institute Board of Governors; Director, Asia Strategic Growth Fund, Inc.; Trustee, Museum of Science; Vice Chairman and President, the Adviser (until July 1992); Chairman, John Hancock Distributors, Inc. (until April 1994); Director, John Hancock Freedom Securities Corporation (until September 1996); Director, John Hancock Signature Services, Inc. ("Signature Services") (until January 1997). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 17 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- James F. Carlin Trustee (3) Chairman and CEO, Carlin 233 West Central Street Consolidated, Inc. Natick, MA 01760 (management/investments); Director, April 1940 Arbella Mutual Insurance Company (insurance), Consolidated Group Trust (insurance administration), Carlin Insurance Agency, Inc., West Insurance Agency, Inc. (until May 1995) Uno Restaurant Corp.; Chairman, Massachusetts Board of Higher Education (since 1995); Receiver, the City of Chelsea (until August 1992). William H. Cunningham Trustee (3) Chancellor, University of Texas 601 Colorado Street System and former President of the O'Henry Hall University of Texas, Austin, Texas; Austin, TX 78701 Lee Hage and Joseph D. Jamail January 1944 Regents Chair of Free Enterprise; Director, LaQuinta Motor Inns, Inc. (hotel management company); Director, Jefferson-Pilot Corporation (diversified life insurance company) and LBJ Foundation Board (education foundation); Advisory Director, Texas Commerce Bank - Austin. - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940 (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 18 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Charles F. Fretz Trustee (3) Retired; self employed; Former Vice RD #5, Box 300B President and Director, Towers, Clothier Springs Road Perrin, Foster & Crosby, Inc. Malvern, PA 19355 (international management June 1928 consultants) (1952-1985). Harold R. Hiser, Jr. Trustee (3) Executive Vice President, 123 Highland Avenue Schering-Plough Corporation Short Hill, NJ 07078 (pharmaceuticals) (retired 1996); October 1931 Director, ReCapital Corporation (reinsurance) (until 1995). Anne C. Hodsdon * Trustee and President (1,2) President, Chief Operating Officer 101 Huntington Avenue and Director, the Adviser; Director, Boston, MA 02199 The Berkeley Group, John Hancock April 1953 Funds; Director, Advisers International; Executive Vice President, the Adviser (until December 1994); Senior Vice President, the Adviser (until December 1993); Director, Signature Services (until January 1997). Charles L. Ladner Trustee (3) Director, Energy North, Inc. (public UGI Corporation utility holding company) (until P.O. Box 858 1992); Senior Vice President of UGI Valley Forge, PA 19482 Corp. Holding Company Public February 1938 Utilities, LPGAS. - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 19 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Leo E. Linbeck, Jr. Trustee (3) Chairman, President, Chief Executive 3810 W. Alabama Officer and Director, Linbeck Houston, TX 77027 Corporation (a holding company August 1934 engaged in various phases of the construction industry and warehousing interests); Former Chairman, Federal Reserve Bank of Dallas (1992, 1993); Chairman of the Board and Chief Executive Officer, Linbeck Construction Corporation; Director, PanEnergy Corporation (a diversified energy company), Daniel Industries, Inc. (manufacturer of gas measuring products and energy related equipment), GeoQuest International Holdings, Inc. (a geophysical consulting firm) (1980-1993); Former Director, Greater Houston Partnership (1980 -1995). Patricia P. McCarter Trustee (3) Director and Secretary, The McCarter 1230 Brentford Road Corp. (machine manufacturer). Malvern, PA 19355 May 1928 - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 20 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Steven R. Pruchansky Trustee (1, 3) Director and President, Mast 4327 Enterprise Avenue Holdings, Inc. (since 1991); Naples, FL 33942 Director, First Signature Bank & August 1944 Trust Company (until August 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Richard S. Scipione * Trustee (1) General Counsel, John Hancock Life John Hancock Place Company; Director, the Adviser, P.O. Box 111 Advisers International, John Hancock Boston, MA 02117 Funds, John Hancock Distributors, August 1937 Inc., Insurance Agency, Inc., John Hancock Subsidiaries, Inc., SAMCorp. and NM Capital; Trustee, The Berkeley Group; Director, JH Networking Insurance Agency, Inc.; Director, John Hancock Property and Casualty Insurance and its affiliates (until November 1993); Director, Signature Services (until January 1997). Norman H. Smith Trustee (3) Lieutenant General, United States 243 Mt. Oriole Lane Marine Corps; Deputy Chief of Staff Linden, VA 22642 for Manpower and Reserve Affairs, March 1933 Headquarters Marine Corps; Commanding General III Marine Expeditionary Force/3rd Marine Division (retired 1991). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 21 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- John P. Toolan Trustee (3) Director, The Smith Barney Muni Bond 13 Chadwell Place Funds, The Smith Barney Tax-Free Morristown, NJ 07960 Money Funds, Inc., Vantage Money September 1930 Market Funds (mutual funds), The Inefficient-Market Fund, Inc. (closed-end investment company) and Smith Barney Trust Company of Florida; Chairman, Smith Barney Trust Company (retired December, 1991); Director, Smith Barney, Inc., Mutual Management Company and Smith Barney Advisers, Inc. (investment advisers) (retired 1991); Senior Executive Vice President, Director and member of the Executive Committee, Smith Barney, Harris Upham & Co., Incorporated (investment bankers) (until 1991). Robert G. Freedman Vice Chairman and Chief Investment Vice Chairman and Chief Investment 101 Huntington Avenue Officer (2) Officer, the Adviser; Director, the Boston, MA 02199 Adviser, Advisers International, July 1938 John Hancock Funds, SAMCorp., Insurance Agency, Inc., Southeastern Thrift & Bank Fund and NM Capital; Senior Vice President, The Berkeley Group; President, the Adviser (until December 1994); Director, Signature Services (until January 1997). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 22 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- James B. Little Senior Vice President and Chief Senior Vice President, the Adviser, 101 Huntington Avenue Financial Officer The Berkeley Group, John Hancock Boston, MA 02199 Funds. February 1935 John A. Morin Vice President Vice President and Secretary, the 101 Huntington Avenue Adviser, The Berkeley Group, Boston, MA 02199 Signature Services and John Hancock July 1950 Funds; Secretary, SAMCorp., Insurance Agency, Inc. and NM Capital; Counsel, John Hancock Mutual Life Insurance Company (until January 1996). Susan S. Newton Vice President and Secretary Vice President, the Adviser; John 101 Huntington Avenue Hancock Funds, Signature Services Boston, MA 02199 and The Berkeley Group; Vice March 1950 President; John Hancock Distributors, Inc. (until 1994). James J. Stokowski Vice President and Treasurer Vice President, the Adviser. 101 Huntington Avenue Boston, MA 02199 November 1946 - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee. 23 Positions Held Principal Occupations(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Barry J. Gordon President President and Chairman of the Board 1415 Kellum Place of American Fund Advisors, Inc.; Suite 205 Director and President of the Garden City, NY 11530 company and its predecessors (until July 1945 1993); Chairman of the Board and President of National Value Fund, Inc. ("NVF") (until 1992); Chairman of the Board and Chief Executive Office (since 1990) of Baseball Entrepreneurs, Inc. and (from 1991 until 1992) of Hamilton Baseball Associates, Inc. (baseball club ownership), Chairman of the Board and Chief Executive Officer of Minor League Sports Enterprises, Inc. (baseball club ownership since 1992); Director of Hain Food Group (food products) (since 1993); Director of Sports Heroes, Inc. (sports memorabilia) (since 1989); President of Winfield Capital Corp. (SBIC) (since 1995) and Chairman of Board of ACOL Acquisition Corp. (baseball club ownership since 1994). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. (3) Member of the Audit Committee and the Administration Committee.
24 All of the officers listed are officers or employees of the Adviser or affiliated companies. Some of the Trustees and officers may also be officers and/or directors and/or Trustees of one or more of the other funds for which the Adviser serves as investment adviser. The following table provides information regarding the compensation paid by the Fund and the other investment companies in the John Hancock Fund Complex to the Independent Trustees for their services. Messrs. Boudreau, Scipone, and Ms. Hodsdon, each a non-independent Trustee, and each of the officers of the Fund (except Mr. Gordon) are interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the Fund for their services. Mr. Gordon is an interested person of the Sub-Adviser, is compensated by the Sub-Adviser, and receives no compensation from the Fund for his services. Total Compensation from all Funds in Aggregate John Hancock Compensation Fund Complex to Directors from the Fund* the Trustees** - --------- -------------- -------------- James F. Carlin $ 1,981 $ 74,250 William H. Cunningham+ 2,578 74,250 Charles F. Fretz 1,957 74,500 Jack P. Gould# 4,000 4,000 Harold R. Hiser. Jr.+ 1,854 70,250 Charles L. Ladner 1,957 74,500 Leo E. Linbeck, Jr. 2,578 74,250 Patricia P. McCarter+ 1,957 74,250 Steven R. Pruchansky+ 2,023 77,500 Norman H. Smith+ 2,020 77,500 John P. Toolan+ 1,957 74,250 ------- -------- Total $24,862 $749,500 * Compensation is for the fiscal perild from January 1, 1996 to October 31, 1996. ** The total compensation paid by the John Hancock Fund Complex to the Independent Trustees is as of calendar year ended December 31, 1996. On that date there were 67 funds in the John Hancock Fund Complex, with each of these Independent Trustees serve 32. # As of March 26, 1996, Mr. Gould resigned as a Trustee. + As of December 31, 1996, the value of the aggregate accrued deferred compensation amount from all funds in the John Hancock Fund Complex for Mr. Cunningham was $131,741 for Mr. Hiser was $90,972, for Ms. McCarter was $67,548, for Mr Pruchansky was $28,731, for Mr. Smith was $32314 and for Mr. Toolan was $ 163,385 under the John Hancock Deferred Compensation Plan for Independent Trustees. 25 Total Compensation from all Funds in Aggregate Compensation John Hancock Advisory Board from the Fund* Fund Complex** - -------------- -------------- -------------- R. Trent Campbell $ 4,906 47,000 Mrs. Lloyd Bentsen 4,906 47,000 Thomas R. Powers 4,906 47,000 Thomas B. McDade 4,906 47,000 ----- -------- TOTAL $19,624 $188,000 * Compensation is for the fiscal year ended October 31, 1996. ** Total compensation paid by the John Hancock Fund Complex is as of calendar year ended December 31, 1996. As of January 31, 1996, the officers and trustees of the Fund as a group owned less than 1% of the outstanding shares of the fund. As of January 31, 1997, the following shareholders beneficially owned 5% of or more of outstanding shares of the Fund:
Number of shares of Percentage of total beneficial interest outstanding shares of Name and Address of Shareholder Class of Shares owned the class of the Fund - ------------------------------- --------------- ----- --------------------- MLPF& S For The Class B 190,291 8.68% Sole Benefit of Its Customers Attn: Fund Administration 4800 Deer Lake Drive East Jacksonville FL 32246-6484
INVESTMENT ADVISORY AND OTHER SERVICES The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603 was organized in 1968 and presently has more than $19 billion in assets under management in its capacity as investment adviser to the Fund and the other mutual funds and publicly traded investment companies in the John Hancock group of funds having a combined total of over 1,080,000 shareholders. The Adviser is an affiliate of the Life Company, one of the most recognized and respected financial institutions in the nation. With total assets under management of $80 billion, the Life Company is one of the 10 largest life insurance companies in 26 the United States, and carries a high rating from Standard & Poor's and A.M. Best's. Founded in 1862, the Life Company has been serving clients for over 130 years. The Fund has entered into an investment management contract (the "Advisory Agreement") with the Adviser dated December 6, 1991, and amended as of January 1, 1994, under which the Adviser in conjunction with the Sub-Adviser provides the Fund with a continuous investment program. The Adviser and Sub-Adviser will: (a) furnish continuously an investment program for the Fund and determine, subject to the overall supervision and review of the Trustees, which investments should be purchased, held, sold or exchanged, and (b) provide supervision over all aspects of the Fund's operations except those which are delegated to a custodian, transfer agent or other agent. The Adviser has entered into a sub-advisory contract with the Sub-Adviser dated December 6, 1991, under which the Sub-Adviser, subject to the review of the Trustees and the overall supervision of the Adviser, is responsible for providing the Fund with investment advice. Securities held by the Fund may also be held by other funds or investment advisory clients for which the Adviser, the Sub-Adviser or any of their respective affiliates provides investment advice. Because of different investment objectives or other factors, a particular security may be bought for one or more funds or clients when one or more are selling the same security. If opportunities for purchase or sale of securities by the Adviser or the Sub-Adviser for the Fund or for other funds or clients for which the Adviser or Sub-Adviser renders investment advice arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds or clients in a manner deemed equitable to all of them. To the extent that transactions on behalf of more than one client of the Adviser, the Sub-Adviser or their respective affiliates may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price. The Fund bears all costs of its organization and operation, including expenses of preparing, printing and mailing all shareholders' reports, notices, prospectuses, proxy statements and reports to regulatory agencies; expenses relating to the issuance, registration and qualification of shares; government fees; interest charges; expenses of furnishing to shareholders their account statements; taxes; expenses of redeeming shares; brokerage and other expenses connected with the execution of portfolio securities transactions; expenses pursuant to the Fund's plan of distribution; fees and expenses of custodians including those for keeping books and accounts and calculating the net asset value of shares; fees and expenses of transfer agents and dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and expense of the Fund (including an allocable portion of the cost of the Adviser's employees rendering such services to the Fund; the compensation and expenses of Trustees who are not otherwise affiliated with the Trust, the Adviser or any of their affiliates; expenses of Trustees' and shareholders' meetings; trade association membership; insurance premiums; and any extraordinary expenses. As provided by the investment management contract, the Fund pays the Adviser a fee computed daily and payable monthly, at an annual rate of 1% of the value of the net assets of the Fund up to $100 million, and 3/4 of 1% of the value of the net assets over $100 million, as compensation for the services rendered by the Adviser. Effective January 1, 1995, the Adviser reduced a portion of the management fee amounting to 0.15% of the average daily net asset value of the first $100,000,000 of the Fund. In addition to the management fee, the Adviser receives an annual administration fee of $100,000. The annual rate of compensation is higher than the rate paid by most registered investment companies, but is believed to be comparable to the fees paid by funds with comparable objectives. The Adviser, not the Fund, pays the Sub-Adviser a monthly 27 fee as described in the Prospectus. For the years ended December 31, 1995, and 1994, the Adviser received management fees of $1,045,680 (net of fee reduction), and $522,041, respectively and administration fees of $99,726 and $100,000, respectively. For the fiscal period from January 1, through October 31, 1996, the Adviser received management fees of $1,366,434, and administration fees of $83,191 from the Fund for each year. Pursuant to the investment management contract and sub-advisory contract, the Adviser and Sub-Adviser are not liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which their respective contract relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser or Sub-Adviser in the performance of their duties or from their reckless disregard of the obligations and duties under the applicable contract. Under the investment management contract, the Fund may use the name "John Hancock" or any name derived from or similar to it only for so long as the contract or any extension, renewal or amendment thereof remains in effect. If the contract is no longer in effect, the Fund (to the extent that it lawfully can) will cease to use such a name or any other name indicating that it is advised by or otherwise connected with the Adviser. In addition, the Adviser or the Life Company may grant the nonexclusive right to use the name "John Hancock" or any similar name to any other corporation or entity, including but not limited to any investment company of which the Life Company or any subsidiary or affiliate thereof or any successor to the business of any subsidiary or affiliate thereof shall be the investment adviser. The Sub-Adviser, AFA, 1415 Kellum Place, Suite 205, Garden City, New York, 11530, was incorporated under the laws of New York in 1978. The Sub-Adviser, subject to the supervision of the Adviser, manages the Fund's investments. AFA also provides investment advisory and management services to individual and institutional clients. Pursuant to the sub-advisory contract, AFA provides day-to-day portfolio management of the Fund. AFA furnishes the Adviser and the Fund with investment advice and recommendations consistent with the investment policies, objectives and restrictions of the Fund. AFA pays its own costs of maintaining staff and personnel necessary for it to perform its obligations under the sub-advisory contract, expenses of its office rent, telephone, telecommunications and other facilities required by it to perform services and any other expenses, including legal, audit and professional fees and expenses, incurred by it in connection with the performance of its duties under the sub-advisory contract. The Advisory Agreement was approved by all of the Trustees, including all of the Trustees who are not parties to the Advisory Agreement or "interested persons" of any such party. The investment management contract, the sub-investment management contracts, and the distribution agreement discussed below, continue in effect from year to year if approved annually by vote of a majority of the Trustees who are not interested persons of one of the parties to the contract, cast in person at a meeting called for the purpose of voting on such approval, and by either the Trustees or the holders of a majority of the Fund's outstanding voting securities. Both agreements automatically terminate upon assignment and may be terminated on 60 days' written notice by either party or by vote of a majority of the outstanding voting securities of the Fund. In order to avoid conflicts with portfolio trades for the Fund, the Adviser, the Sub-Adviser and the Fund have adopted extensive restrictions on personal securities trading by personnel of the Adviser and its affiliates. In the case of the Adviser, some of these restrictions are: pre-clearance for all personal trades and a ban on the purchase of initial public offerings, as well as 28 contributions to specified charities of profits on securities held for less than 91 days. The Sub-Adviser has adopted similar restrictions, which may differ where appropriate, as long as they have the dame interest. These restrictions are a continuation of the basic principle that the interests of the Fund and its shareholders come first. DISTRIBUTION CONTRACTS The Fund has a Distribution Agreement with John Hancock Funds. Under the agreement, John Hancock Funds is obligated to use its best efforts to sell shares of each class of the Fund. Shares of the Fund are also sold by selected broker-dealers (the "Selling Brokers") which have entered into selling agency agreements with John Hancock Funds. John Hancock Funds accepts orders for the purchase of the shares of the Fund which are continually offered at the net asset value next determined, plus any applicable sales charge. In connection with the sale of Class A or Class B shares, John Hancock Funds and Selling Brokers receive compensation from a sales charge imposed, in the case of Class A shares, at the time of sale or, in the case of Class B shares, on a deferred basis. The sales charges are discussed further in the Prospectus. The Fund's Trustees adopted Distribution Plans with respect to Class A and Class B shares (together, the "Plans") pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plans, the Fund will pay distribution and service fees at an aggregate annual rate of up to 0.30% and 1.00%, respectively, of the Fund's daily net assets attributable to shares of that class. However, the service fee will not exceed 0.25% of the Fund's average daily net assets attributable to each class of shares. The distribution fees will be used to reimburse John Hancock Funds for its distribution expenses, including but not limited to: (i) initial and ongoing sales compensation to Selling Brokers and others engaged in the sale of Fund shares; (ii) marketing, promotional and overhead expenses incurred in connection with the distribution of Fund shares; and (iii) with respect to Class B shares only, interest expenses on unreimbursed distribution expenses. The service fees will be used to compensate Selling Brokers and others for providing personal and account maintenance services to shareholders. In the event that John Hancock Funds is not fully reimbursed for expenses incurred by it under the Class B Plan in any fiscal year, John Hancock Funds may carry these expenses forward, provided however, that the Trustees may terminate the Class B Plan and thus the Fund's obligation to make further payments at any time. Accordingly, the Fund does not treat unreimbursed expenses relating to the Class B shares as a liability of the Fund. For the fiscal year ended December 31, 1996, an aggregate of $1,170,398 of distribution expenses, or 2.59% of the average net assets of the Class B shares of the Fund, was not reimbursed or recovered by John Hancock Funds through the receipt of deferred sales charges or 12b-1 fees in prior periods. The Plans were approved by a majority of the voting securities of the Fund. The Plans and all amendments were approved by the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plans (the "Independent Trustees"), by votes cast in person at meetings called for the purpose of voting on such Plans. Pursuant to the Plans, at least quarterly, John Hancock Funds provides the Fund with a written report of the amounts expended under the Plans and the purpose for which such expenditures were made. The Trustees review these reports on a quarterly basis to determine their continued appropriateness. The Plans provide that they will continue in effect only so long as their continuance is approved at least annually by a majority of both the Trustees and Independent Trustees. 29 The Plans provide that they may be terminated without penalty, (a) by vote of a majority of the Independent Trustees, (b) by a vote of a majority of the Fund's outstanding shares of the applicable class upon 60 days' written notice to John Hancock Funds, and (c) automatically in the event of assignment. The Plans further provide that they may not be amended to increase the maximum amount of the fees for the services described therein without the approval of a majority of the outstanding shares of the class of the Fund which has voting rights with respect to that Plan. Each plan provides, that no material amendment to the Plans will, be effective unless it is approved by a vote of a majority of the Trustees and the Independent Trustees of the Fund. The holders of Class A and Class B shares have exclusive voting rights with respect to the Plan applicable to their respective class of shares. In adopting the Plans, the Trustees concluded that, in their judgment, there is a reasonable likelihood that the Plans will benefit the holders of the applicable class of shares of the Fund. Amounts paid to John Hancock Funds by any class of shares of the Fund will not be used to pay the expenses incurred with respect to any other class of shares of the Fund; provided, however, that expenses attributable to the Fund as a whole will be allocated, to the extent permitted by law, according to a formula based upon gross sales dollars and/or average daily net assets of each such class, as may be approved from time to time by vote of a majority of Trustees. From time to time, the Fund may participate in joint distribution activities with other Funds and the costs of those activities will be borne by each Fund in proportion to the relative net asset value of the participating Funds. During the period ended October 31, 1996, the Fund paid John Hancock Funds the following amounts of expenses with respect to the Class A and Class B shares of the Fund:
Expense Items Printing and Global Mailing of Compensation Expenses of Interest, Technology Prospectuses to to Selling John Hancock Carrying or Other Fund Advertising New Shareholders Brokers Funds Finance Charges - ---- ----------- ---------------- ------- ----- --------------- Class A Shares 58,056 9,352 143,800 189,788 $ - Class B Shares 49,682 4,210 65,510 159,951 94,796
NET ASSET VALUE For purposes of calculating the net asset value ("NAV") of the Fund's shares, the following procedures are utilized wherever applicable. Debt investment securities are valued on the basis of valuations furnished by a principal market maker or a pricing service, both of which generally utilize electronic data processing techniques to determine valuations for normal institutional size trading units of debt securities without exclusive reliance upon quoted prices. 30 Equity securities traded on a principal exchange or NASDAQ National Market Issues are generally valued at last sale price on the day of valuation. Securities in the aforementioned category for which no sales are reported and other securities traded over-the-counter are generally valued at the last available bid price. Short-term debt investments which have a remaining maturity of 60 days or less are generally valued at amortized cost which approximates market value. If market quotations are not readily available or if in the opinion of the Adviser any quotation or price is not representative of true market value, the fair value of the security may be determined in good faith in accordance with procedures approved by the Trustees. Foreign securities are valued on the basis of quotations from the primary market in which they are traded. Any assets or liabilities expressed in terms of foreign currencies are translated into U.S. dollars by the custodian bank based on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon, New York time) on the date of any determination of the Fund's NAV. If quotations are not readily available, or the value has been materially affected by events occurring after the closing of a foreign market, assets are valued by a method that the Trustees believe accurately reflects fair value. The NAV for each fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern time) by dividing a class's net assets by the number of its shares outstanding. On any day an international market is closed and the New York Stock Exchange is open, any foreign securities will be valued at the prior day's close with the current day's exchange rate. Trading of foreign securities may take place on Saturdays and U.S. business holidays on which the Fund's NAV is not calculated. Consequently, the Fund's portfolio securities may trade and the NAV of the Fund's redeemable securities may be significantly affected on days when a shareholder has no access to the Fund. INITIAL SALES CHARGE ON CLASS A SHARES Shares of the Fund are offered at a price equal to their net asset value plus a sales charge which, at the option of the purchaser, may be imposed either at the time of purchase (the "initial sales charge alternative") or on a contingent deferred basis (the "deferred sales charge alternative"). Share certificates will not be issued unless requested by the shareholder in writing, and then they will only be issued for full shares. The Trustees reserve the right to change or waive the Fund's minimum investment requirements and to reject any order to purchase shares (including purchase by exchange) when in the judgment of the Adviser such rejection is in the Fund's best interest. The sales charges applicable to purchases of Class A shares of the Fund are described in the Prospectus. Methods of obtaining a reduced sales charge referred to generally in the Prospectus are described in detail below. In calculating the sales charge applicable to current purchases of Class A shares of the Fund, the investor is entitled to cumulate current purchases with the greater of the current value (at offering price) of the Class A shares of the Fund owned by the investor, or if John Hancock Signature Services, Inc. ("Signature Services") is notified by the investor's dealer or the investor at the time of the purchase, the cost of the Class A shares owned. Combined Purchases. In calculating the sales charge applicable to purchases of Class A shares made at one time, the purchases will be combined if made by (a) an individual, his spouse and their children under the age of 21, purchasing securities for his or their own account, (b) a trustee or other fiduciary purchasing for a single trust, estate or fiduciary account, and (c) certain groups of four or more individuals making use of salary deductions or similar 31 group methods of payment whose funds are combined for the purchase of mutual fund shares. Further information about combined purchases, including certain restrictions on combined group purchases, is available from Signature Services or Selling Broker's representative. Without Sales Charge. Class A shares may be offered without a front-end sales charge or CDSC to various individuals and institutions as follows: o Any state, county or any instrumentality, department, authority, or agency of these entities that is prohibited by applicable investment laws from paying a sales charge or commission when it purchases shares of any registered investment management company.* o A bank, trust company, credit union, savings institution or other depository institution, its trust departments or common trust funds if it is purchasing $1 million or more for non-discretionary customers or accounts.* o A Trustee or officer of the Trust; a Director or officer of the Adviser and its affiliates or Selling Brokers; employees or sales representatives of any of the foregoing; retired officers, employees or Trustees of any of the foregoing; a member of the immediate family (spouse, children, grandchildren, mother, father, sister, brother, mother-in-law, father-in-law) of any of the foregoing; or any fund, pension, profit sharing or other benefit plan for the individuals described above. o A broker, dealer, financial planner, consultant or registered investment advisor that has entered into an agreement with John Hancock Funds providing specifically for the use of Fund shares in fee-based investment products or services made available to their clients. o A former participant in an employee benefit plan with John Hancock funds, when he or she withdraws from his or her plan and transfers any or all of his or her plan distributions directly to the Fund. o A member of an approved affinity group financial services plan.* o A member of a class action lawsuit against insurance companies who is investing settlement proceeds. o Existing full service clients of the Life Company who were group annuity contract holders as of September 1, 1994, and participant directed defined contribution plans with at least 100 eligible employees at the inception of the Fund account, may purchase Class A shares with no initial sales charge. However, if the shares are redeemed within 12 months after the end of the calendar year in which the purchase was made, a CDSC will be imposed at the following rate: Amount Invested CDSC Rate - --------------- --------- $1 to $4,999,999 1.00% Next $5 million to $9,999,999 0.50% Amounts of $10 million and over 0.25% Shareholders of the John Hancock Global Technology Fund who were shareholders of John Hancock National Aviation & Technology Fund ("National Aviation") who held shares prior to May 1, 1984 are permitted for an indefinite period to purchase additional shares of the John Hancock Global Technology Fund at net asset value, without a sales charge, provided that the purchasing shareholder held shares of National Aviation continuously from April 30, 1984 to July 28, 1995 (the date of the reorganization of National Aviation with the John Hancock Global Technology Fund) and shares of the John Hancock Global Technology Fund from that date to the date of the purchase in question. 32 Class A shares may also be purchased without an initial sales charge in connection with certain liquidation, merger or acquisition transactions involving other investment companies or personal holding companies. * For investments made under these provisions, John Hancock Funds may make a payment out of its own resources to the Selling Broker in an amount not to exceed 0.25% of the amount invested. Accumulation Privilege. Investors (including investors combining purchases) who are already Class A shareholders may also obtain the benefit of a reduced sales charge by taking into account not only the amount then being invested but also the purchase price or current account value of the Class A shares already held by such person. Combination Privilege. Reduced sales charges (according to the schedule set forth in the Prospectus) also are available to an investor based on the aggregate amount of his concurrent and prior investments in Class A shares of the Fund and shares of all other John Hancock funds which carry a sales charge. Letter of Intention. Reduced sales charges are also applicable to investments pursuant to a Letter of Intention ("LOI"), which should be read carefully prior to its execution by an investor. The Fund offers two options regarding the specified period for making investments under the LOI. All investors have the option of making their investments over a period of thirteen months. Investors who are using the Fund as a funding medium for a qualified retirement plan, however, may opt to make the necessary investments called for by the LOI over a forty-eight month period. These qualified retirement plans include IRA, SEP, SARSEP, 401(k), 403(b) (including TSAs) and 457 plans. Such an investment (including accumulations and combinations) must aggregate $100,000 or more invested during the specified period from the date of the LOI or from a date within (90) days prior thereto, upon written request to Signature Services. The sales charge applicable to all amounts invested under the LOI is computed as if the aggregate amount intended to be invested had been invested immediately. If such aggregate amount is not actually invested, the difference in the sales charge actually paid and the sales charge payable had the LOI not been in effect is due from the investor. However, for the purchases actually made within the specified period (either 13 or 48 months), the sales charge applicable will not be higher than that which would have applied (including accumulations and combinations) had the LOI been for the amount actually invested. The LOI authorizes Signature Services to hold in escrow sufficient Class A shares (approximately 5% of the aggregate) to make up any difference in sales charges on the amount intended to be invested and the amount actually invested, until such investment is completed within the specified period, at which time the escrowed Class A shares will be released. If the total investment specified in the LOI is not completed, the Class A shares held in escrow may be redeemed and the proceeds used as required to pay such sales charge as may be due. By signing the LOI, the investor authorizes Signature Services to act as his or her attorney-in-fact to redeem any escrowed Class A shares and adjust the sales charge, if necessary. A LOI does not constitute a binding commitment by an investor to purchase, or by the Fund to sell, any additional Class A shares and may be terminated at any time. DEFERRED SALES CHARGE ON CLASS B SHARES Investments in Class B shares are purchased at net asset value per share without the imposition of an initial sales charge so the Fund will receive the full amount of the purchase payment. 33 Contingent Deferred Sales Charge. Class B shares which are redeemed within six years of purchase will be subject to a contingent deferred sales charge ("CDSC") at the rates set forth in the Prospectus as a percentage of the dollar amount subject to the CDSC. The charge will be assessed on an amount equal to the lesser of the current market value or the original purchase cost of the Class B shares being redeemed. No CDSC will be imposed on increases in account value above the initial purchase prices, including Class B shares derived from reinvestment of dividends or capital gains distributions. No CDSC will be imposed on shares derived from reinvestment of dividends or capital gains distributions. Class B shares are not available to full-service defined contribution plans administered by Signature Services or the Life Company that had more than 100 eligible employees at the inception of the Fund account. The amount of the CDSC, if any, will vary depending on the number of years from the time of payment for the purchase of Class B shares until the time of redemption of such shares. Solely for purposes of determining this number, all payments during a month will be aggregated and deemed to have been made on the first day of the month. In determining whether a CDSC applies to a redemption, the calculation will be determined in a manner that results in the lowest possible rate being charged. It will be assumed that your redemption comes first from shares you have held beyond the six-year CDSC redemption period or those you acquired through dividend and capital gain reinvestment, and next from the shares you have held the longest during the six-year period. For this purpose, the amount of any increase in a share's value above its initial purchase price is not regarded as a share exempt from CDSC. Thus, when a share that has appreciated in value is redeemed during the CDSC period, a CDSC is assessed only on its initial purchase price. Upon redemption, appreciation is effective only on a per share basis for those shares being redeemed. Appreciation of shares cannot be redeemed CDSC free at the account level. When requesting a redemption for a specific dollar amount, please indicate if you require the proceeds to equal the dollar amount requested. If not indicated, only the specified dollar amount will be redeemed from your account and the proceeds will be less any applicable CDSC. Example: You have purchased 100 shares at $10 per share. The second year after your purchase, your investment's net asset value per share has increased by $2 to $12, and you have gained 10 additional shares through dividend reinvestment. If you redeem 50 shares at this time your CDSC will be calculated as follows: * Proceeds of 50 shares redeemed at $12 per share $600 * Minus proceeds of 10 shares not subject to CDSC (dividend reinvestment) -120 * Minus appreciation on remaining shares (40 shares X $2) -80 ----- * Amount subject to CDSC $400 Proceeds from the CDSC are paid to John Hancock Funds and are used in whole or in part by John Hancock Funds to defray its expenses related to providing distribution-related services to the Fund in connection with the sale of the Class B shares, such as the payment of compensation to select Selling Brokers for selling Class B shares. The combination of the CDSC and the distribution and service fees enables the Fund to sell the Class B shares without a sales charge 34 being deducted at the time of the purchase. See the Prospectus for additional information regarding the CDSC. Waiver of Contingent Deferred Sales Charge. The CDSC will be waived on redemptions of Class B shares and of Class A shares that are subject to a CDSC, unless indicated otherwise, in the circumstances defined below. For all account types: * Redemptions made pursuant to the Fund's right to liquidate your account if you own shares worth less than $1,000. * Redemptions made under certain liquidation, merger or acquisition transactions involving other investment companies or personal holding companies. * Redemptions due to death or disability. * Redemptions made under the Reinstatement Privilege, as described in "Sales Charge Reductions and Waivers" of the Prospectus. * Redemptions of Class B shares made under a periodic withdrawal plan, as long as your annual redemptions do not exceed 12% of your account value, including reinvested dividends, at the time you established your periodic withdrawal plan and 12% of the value of subsequent investments (less redemptions) in that account at the time you notify Signature Services. (Please note that this waiver does not apply to periodic withdrawal plan redemptions of Class A shares that are subject to a CDSC.) For Retirement Accounts (such as IRA, Rollover IRA, TSA, 457, 403(b), 401(k), Money Purchase Pension Plan, Profit-Sharing Plan and other qualified plans as described in the Internal Revenue Code) unless otherwise noted. * Redemptions made to effect mandatory or life expectancy distributions under the Internal Revenue Code. * Returns of excess contributions made to these plans. * Redemptions made to effect distributions to participants or beneficiaries from employer sponsored retirement plans under Section 401(a) of the Code (such as 401(k), Money Purchase Pension Plan, Profit-Sharing Plan). * Redemptions from certain IRA and retirement plans that purchased shares prior to October 1, 1992 and certain IRA plans that purchased shares prior to May 15, 1995. Please see matrix for reference. 35
CDSC Waiver Matrix for Class B Funds - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Type of 401(a) Plan 403(b) 457 IRA, IRA Non- Distribution (401(k), MPP, Rollover retirement PSP) - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Death or Waived Waived Waived Waived Waived Disability - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Over 70 1/2 Waived Waived Waived Waived for 12% of account mandatory value annually in distributions or periodic payments 12% of account value annually in periodic payments - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Between 59 1/2 Waived Waived Waived Waived for Life 12% of account and 70 1/2 Expectancy or value annually in 12% of account periodic payments value annually in periodic payments - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Under 59 1/2 Waived Waived for Waived for Waived for 12% of account annuity payments annuity payments annuity payments value annually in (72+) or 12% of (72+) or 12% of (72+) or 12% of periodic payments account value account value account value annually in annually in annually in periodic payments periodic payments periodic payments - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Loans Waived Waived N/A N/A N/A - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Termination of Not Waived Not Waived Not Waived Not Waived N/A Plan - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Hardships Waived Waived Waived N/A N/A - -------------------- ------------------ ------------------- ------------------ ------------------ ------------------- Return of Waived Waived Waived Waived N/A Excess - -------------------- ------------------ ------------------- ------------------ ------------------ -------------------
If you qualify for a CDSC waiver under one of these situations, you must notify Signature Services at the time you make your redemption. The waiver will be granted once Signature Services has confirmed you are entitled to the waiver. SPECIAL REDEMPTIONS Although it would not normally do so, the Fund has the right to pay the redemption price of shares of the Fund in whole or in part in portfolio securities as prescribed by the Trustees. When the shareholder sells portfolio securities received in this fashion, he would incur a brokerage charge. Any such securities would be valued for the purposes of making such payment at the same 36 value as used in determining net asset value. The Fund has, however, elected to be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the Fund must redeem its shares for cash except to the extent that the redemption payments to any one shareholder during any 90-day period would exceed the lesser of $250,000 or 1% of the Fund's net asset value at the beginning of such period. ADDITIONAL SERVICES AND PROGRAMS Exchange Privilege. The Fund permits exchanges of shares of any class of the Fund for shares of the same class in any John Hancock fund offering that class. Exchanges between funds with shares that are not subject to a CDSC are based on their respective net asset values. No sales charge or transactions charge is imposed. Shares of the Fund which are subject to a CDSC may be exchanged into shares of any of the other John Hancock funds that are subject to a CDSC without incurring the CDSC; however, the shares acquired in an exchange will be subject to the CDSC schedule of the shares acquired if and when such shares are redeemed (except that shares exchanged into John Hancock Short-Term Strategic Income Fund, John Hancock Intermediate Maturity Government Fund and John Hancock Limited-Term Government Fund will retain the exchanged fund's CDSC schedule). For purposes of computing the CDSC payable upon redemption of shares acquired in an exchange, the holding period of the original shares is added to the holding period of the shares acquired in an exchange. If a shareholder exchanges Class B shares purchased prior to January 1, 1994 (except John Hancock Short-Term Strategic Income Fund) for Class B shares of any other John Hancock fund, the acquired shares will continue to be subject to the CDSC schedule that was in effect when the exchanged shares were purchased. The Fund reserves the right to require that previously exchanged shares (and reinvested dividends) be in the Fund for 90 days before a shareholder is permitted a new exchange. The fund may refuse any exchange order. The Fund may changed or cancel its exchange policies at any time, upon 60 days' notice to its shareholders. An exchange of shares is treated as a redemption of shares of one fund and the purchase of shares of another for Federal Income Tax purposes. An exchange may result in a taxable gain or loss. See "TAX STATUS". Systematic Withdrawal Plan. The Fund permits the establishment of a Systematic Withdrawal Plan. Payments under this plan represent proceeds arising from the redemption of Fund shares. The maintenance of a Systematic Withdrawal Plan concurrently with purchases of additional Class B shares of the Fund could be disadvantageous to a shareholder because of the CDSC imposed on redemptions of Class B shares. Therefore, a shareholder should not purchase Class B shares of the Fund at the same time as a Systematic Withdrawal Plan is in effect. The Fund reserves the right to modify or discontinue the Systematic Withdrawal Plan of any shareholder on 30 days' prior written notice to such shareholder, or to discontinue the availability of such plan in the future. The shareholder may terminate the plan at any time by giving proper notice to Signature Services. Monthly Automatic Accumulation Program ("MAAP"). This program is explained in the Prospectus and the Account Privileges Application. The program, as it relates to automatic investment checks, is subject to the following conditions: 37 The investments will be drawn on or about the day of the month indicated. The privilege of making investments through the Monthly Automatic Accumulation Program may be revoked by Signature Services without prior notice if any investment is not honored by the shareholder's bank. The bank shall be under no obligation to notify the shareholder as to the non-payment of any checks. The program may be discontinued by the shareholder either by calling Signature Services or upon written notice to Signature Services which is received at least five (5) business days prior to the due date of any investment. Reinstatement and Reinvestment Privilege. Upon notification of Signature Services, a shareholder who has redeemed Class B shares of the Fund and paid a CDSC thereon, may, within 120 days after the date of redemption, reinvest any part of the redemption proceeds in shares of the same class of the Fund or another John Hancock fund, subject to the minimum investment limit in that fund and, upon such reinvestment, the shareholder's account will be credited with the amount of any CDSC charged upon the redemption and the new shares will continue to be subject to the CDSC. The holding period of the shares acquired through reinvestment will, for purposes of computing the CDSC payable upon a subsequent redemption, include the holding period of the redeemed shares. To protect the interests of other investors in the Fund, the Fund may cancel the reinvestment privilege of any parties that, in the opinion of the Fund, are using market timing strategies or making more than seven exchanges per owner or controlling party per calendar year. Also, the Fund may refuse any reinvestment request. The Fund may change or cancel its reinvestment policies at any time. A redemption or exchange of Fund shares is a taxable transaction for Federal income tax purposes even if the reinvestment privilege is exercised, and any gain or loss realized by a shareholder on the redemption or other disposition of Fund shares will be treated for tax purposes as described under the caption "TAX STATUS". DESCRIPTION OF THE FUND'S SHARES The Trustees of the Trust are responsible for the management and supervision of the Fund. The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest of the Fund, without par value. Under the Declaration of Trust, the Trustees have the authority to create and classify shares of beneficial interest in separate series, without further action by shareholders. As of the date of this Statement of Additional Information, the Trustees have authorized shares of the Fund and one other series. Additional series may be added in the future. The Declaration of Trust also authorizes the Trustees to classify and reclassify the shares of the Fund or any new series of the Trust, into one or more classes. As of the date of this Statement of Additional Information, the Trustees have authorized the issuance of two classes of shares of the Fund, designated as Class A and Class B. The shares of each class of the Fund represent an equal proportionate interest in the aggregate net assets attributable to that class of the Fund. Holders of Class A and Class B shares have certain exclusive voting rights on matters relating to their respective distribution plans. The different classes of the 38 Fund may bear different expenses relating to the cost of holding shareholder meetings necessitated by the exclusive voting rights of any class of shares. Dividends paid by the Fund, if any, with respect to each class of shares will be calculated in the same manner, at the same time and on the same day and will be in the same amount, except for differences resulting from the facts that (i) the distribution and service fees relating to Class A and Class B shares will be borne exclusively by that class; (ii) Class B shares will pay higher distribution and service fees than Class A shares; and (iii) each of Class A and Class B shares will bear any class expenses properly allocable to that class of shares, subject to the conditions the Internal Revenue Service imposes with respect to multiple-class structures. Similarly, the net asset value per share may vary depending on whether Class A or Class B shares are purchased. In the event of liquidation, shareholders of each class are entitled to share pro rata in the net assets of the Fund available for distribution to these shareholders. Shares entitle their holders to one vote per share, are freely transferable and have no preemptive, subscription or conversion rights. When issued, shares are fully paid and non-assessable, except as set forth below. Unless otherwise required by the Investment Company Act or the Declaration of Trust, the Fund has no intention of holding annual meetings of shareholders. Fund shareholders may remove a Trustee by the affirmative vote of at least two-thirds of the Trust's outstanding shares and the Trustees shall promptly call a meeting for such purpose when requested to do so in writing by the record holders of not less than 10% of the outstanding shares of the Trust. Shareholders may, under certain circumstances, communicate with other shareholders in connection with requesting a special meeting of shareholders. However, at any time that less than a majority of the Trustees holding office were elected by the shareholders, the Trustees will call a special meeting of shareholders for the purpose of electing Trustees. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for acts or obligations of the Trust. However, the Fund's Declaration of Trust contains an express disclaimer of shareholder liability for acts, obligations and affairs of the Fund. The Declaration of Trust also provides for indemnification out of the Fund's assets for all losses and expenses of any shareholder held personally liable by reason of being or having been a shareholder. The Declaration of Trust also provides that no series of the Trust shall be liable for the liabilities of any other series. Furthermore, no fund included in this Fund's prospectus shall be liable for the liabilities of any other John Hancock fund. Liability is therefore limited to circumstances in which the Fund itself would be unable to meet its obligations, and the possibility of this occurrence is remote. A shareholder's account is governed by the laws of The Commonwealth of Massachusetts. TAX STATUS Each series of the Trust, including the Fund, is treated as a separate entity for tax purposes. The Fund has qualified and has elected to be treated as a "regulated investment company" under Subchapter M of the Code, and intends to continue to so qualify for each taxable year. As such and by complying with the applicable provisions of the Code regarding the sources of its income, the timing of its distributions, and the diversification of its assets, the Fund will not be subject to Federal income tax on taxable income (including net realized capital gains) which is distributed to shareholders in accordance with the timing requirements of the Code. 39 The Fund will be subject to a four percent nondeductible Federal excise tax on certain amounts not distributed (and not treated as having been distributed) on a timely basis in accordance with annual minimum distribution requirements. The Fund intends under normal circumstances to seek to avoid or minimize liability for such tax by satisfying such distribution requirements. Distributions from the Fund's current or accumulated earnings and profits ("E&P") will be taxable under the Code for investors who are subject to tax. If these distributions are paid from the Fund's "investment company taxable income," they will be taxable as ordinary income; and if they are paid from the Fund's "net capital gain," they will be taxable as long-term capital gain. (Net capital gain is the excess (if any) of net long-term capital gain over net short-term capital loss, and investment company taxable income is all taxable income and capital gains, other than net capital gain, after reduction by deductible expenses.) Some distributions from investment company taxable income and/or net capital gain may be paid in January but may be taxable to shareholders as if they had been received on December 31 of the previous year. The tax treatment described above will apply without regard to whether distributions are received in cash or reinvested in additional shares of the Fund. Distributions, if any, in excess of E&P will constitute a return of capital under the Code, which will first reduce an investor's federal tax basis in Fund shares and then, to the extent such basis is exceeded, will generally give rise to capital gains. Shareholders who have chosen automatic reinvestment of their distributions will have a federal tax basis in each share received pursuant to such a reinvestment equal to the amount of cash they would have received had they elected to receive the distribution in cash, divided by the number of shares received in the reinvestment. Foreign exchange gains and losses realized by the Fund in connection with certain transactions involving foreign currency-denominated debt securities, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to the Fund's investment in stock or securities, possibly including speculative currency positions or currency derivatives not used for hedging purposes, may increase the amount of gain it is deemed to recognize from the sale of certain investments or derivatives held for less than three months, which gain is limited under the Code to less than 30% of its gross income for each taxable year, and may under future Treasury regulations produce income not among the types of "qualifying income" from which the Fund must derive at least 90% of its gross income for each taxable year. If the net foreign exchange loss for a year were to exceed the Fund's investment company taxable income computed without regard to such loss, the resulting overall ordinary loss for such year would not be deductible by the Fund or its shareholders in future years. Certain payments received by the Fund with respect to loan participations, such as commitment fees or facility fees, may not be treated as qualifying income under the 90% requirement referred to above if they are not properly treated as interest under the Code. If the Fund invests in stock in certain non-U.S. corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their assets in investments producing such passive income ("passive foreign investment companies"), the Fund could be subject to Federal income tax and additional interest charges on "excess distributions" received from these passive foreign investment companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any 40 credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election could require the Fund to recognize taxable income or gain without the concurrent receipt of cash. The Fund may limit and/or manage its investments in passive foreign investment companies to minimize its tax liability or maximize its return from these investments. Limitations imposed by the Code on regulated investment companies like the Fund may restrict the Fund's ability to enter into options contracts, foreign currency positions and foreign currency forward contracts. Certain of these transactions may cause the Fund to recognize gains or losses from marking to market even though its positions have not been sold or terminated and may affect the character as long-term or short-term (or, in the case of certain foreign currency options and forward contracts, as ordinary income or loss) of some capital gains and losses realized by the Fund. Additionally, certain of the Fund's losses on transactions involving options, forward contracts, and any offsetting or successor positions in its portfolio may be deferred rather than being taken into account currently in calculating the Fund's taxable income or gain. Certain of such transactions may also cause the Fund to dispose of investments sooner than would otherwise have occurred. These transactions may therefore affect the amount, timing and character of the Fund's distributions to shareholders. The Fund will take into account the special tax rules applicable to options or forward contracts, including consideration of available elections, in order to seek to minimize any potential adverse tax consequences. The amount of net realized capital gains, if any, realized in any given year will result from options transactions and sales of securities made with a view to the maintenance of a portfolio believed by the Fund's management to be most likely to attain the Fund's objective. Such sales, and any resulting gains or losses, may therefore vary considerably from year to year. At the time of an investor's purchase of Fund shares, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund's portfolio or undistributed taxable income of the Fund. Consequently, subsequent distributions on those shares from such appreciation or income may be taxable to such investor even if the net asset value of the investor's shares is, as a result of the distributions, reduced below the investor's cost for such shares and the distributions in reality represent a return of a portion of the purchase price. Upon a redemption of shares of the Fund (including by exercise of the exchange privilege) a shareholder will ordinarily realize a taxable gain or loss depending upon the amount of the proceeds and the investor's basis in his shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder's hands and will be long-term or short-term, depending upon the shareholder's tax holding period for the shares and subject to the special rules described below. A sales charge paid in purchasing Class A shares of the Fund cannot be taken into account for purposes of determining gain or loss on the redemption or exchange of such shares within 90 days after their purchase to the extent Class A shares of the Fund or another John Hancock fund are subsequently acquired without payment of a sales charge pursuant to the reinvestment or exchange privilege. This disregarded charge will result in an increase in the shareholder's tax basis in the shares subsequently acquired. Also, any loss realized on a redemption or exchange may be disallowed to the extent the shares disposed of are replaced with other shares of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to automatic dividend reinvestments. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized upon the redemption of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions of long-term capital gain with respect to such shares. 41 Although the Fund's present intention is to distribute, at least annually, all net capital gain, if any, the Fund reserves the right to retain and reinvest all or any portion of the excess, as computed for Federal income tax purposes, of net long-term capital gain over net short-term capital loss in any year. The Fund will not in any event distribute net capital gain realized in any year to the extent that a capital loss is carried forward from prior years against such gain. To the extent such excess was retained and not exhausted by the carry forward of prior years' capital losses, it would be subject to Federal income tax in the hands of the Fund. Upon proper designation of this amount by the Fund, each shareholder would be treated for Federal income tax purposes as if the Fund had distributed to him on the last day of its taxable year his pro rata share of such excess, and he had paid his pro rata share of the taxes paid by the Fund and reinvested the remainder in the Fund. Accordingly, each shareholder would (a) include his pro rata share of such excess as long-term capital gain in his return for his taxable year in which the last day of the Fund's taxable year falls, (b) be entitled either to a tax credit on his return for, or to a refund of, his pro rata share of the taxes paid by the Fund, and (c) be entitled to increase the adjusted tax basis for his Fund shares by the difference between his pro rata share of this excess and the pro rata share of these taxes. For Federal income tax purposes, the Fund is permitted to carryforward a net capital loss in any year to offset net capital gains, if any, during the eight years following the year of the loss. To the extent subsequent net capital gains are offset by such losses, they would not result in Federal income tax liability to the Fund and, as noted above, would not be distributed as such to shareholders. Presently, there are no capital loss carry forwards available to offset future net capital gains. Investment in debt obligations that are at risk of or in default presents special tax issues for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount, or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and income, and whether exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by the Fund, in the event it acquires or holds any such obligations, in order to reduce the risk of distributing insufficient income to preserve its status as a regulated investment company and seek to avoid becoming subject to Federal income or excise tax. For purposes of the dividends received deduction available to corporations, dividends received by the Fund from U.S. domestic corporations in respect of any share of stock held by the Fund, for U.S. Federal income tax purposes, for at least 46 days (91 days in the case of certain preferred stock) and distributed and properly designated by the Fund may be treated as qualifying dividends. Corporate shareholders must meet the minimum holding period requirement stated above (46 or 91 days) with respect to their shares of the Fund in order to qualify for the deduction and, if they have any debt that is deemed under the Code directly attributable to Fund shares, may be denied a portion of the dividends received deduction. The entire qualifying dividend, including the otherwise deductible amount, will be taken into account in determining alternative minimum tax liability, if any. Additionally, any corporate shareholder should consult its tax adviser regarding the possibility that its tax basis in its shares may be reduced, for Federal income tax purposes, by reason of "extraordinary dividends" received with respect to the shares, for the purpose of computing its gain or loss on redemption or other disposition of the shares. The Fund may be subject to withholding and other taxes imposed by foreign countries with respect to the Fund's investments in certain foreign securities. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes in some cases. Investors may be entitled to claim U.S. foreign tax credits or deductions with respect to foreign income taxes or certain other 42 foreign taxes ("qualified foreign taxes"), subject to certain provisions and limitations contained in the Code. Specifically, if more than 50% of the value of Fund's total assets at the close of any taxable year consists of stock or securities of foreign corporations, the Fund may file an election with the Internal Revenue Service pursuant to which shareholders of the Fund will be required to (i) include in ordinary gross income (in addition to taxable dividends and distributions actually received) their pro rata shares of qualified foreign taxes paid by the Fund even though not actually received by them, and (ii) treat such respective pro rata portions as qualified foreign taxes paid by them. If the Fund makes this election, shareholders may then deduct such pro rata portions of qualified foreign taxes in computing their taxable incomes, or, alternatively, use them as foreign tax credits, subject to applicable limitations, against their U.S. Federal income taxes. Shareholders who do not itemize deductions for Federal income tax purposes will not, however, be able to deduct their pro rata portion of qualified foreign taxes paid by the Fund, although such shareholders will be required to include their shares of such taxes in gross income. Shareholders who claim a foreign tax credit for such foreign taxes may be required to treat a portion of dividends received from the Fund as separate category of income for purposes of computing the limitations on the foreign tax credit. Tax-exempt shareholders will ordinarily not benefit from this election. Each year, if any, that the Fund files the election described above, its shareholders will be notified of the amount of (i) each shareholder's pro rata share of qualified foreign taxes paid by the Fund and (ii) the portion of Fund dividends which represents income from each foreign country. If the Fund cannot or does not make this election, the Fund will deduct the foreign taxes it pays in determining the amount it has available for distribution to shareholders, and shareholders will not include these foreign taxes in their income, nor will they be entitled to any tax deductions or credits with respect to such taxes. The Fund is required to accrue income on any debt securities that have more than a de minimis amount of original issue discount (or debt securities acquired at a market discount, if the Fund elects to include market discount in income currently) prior to the receipt of the corresponding cash payments. The mark to market rules applicable to certain options and forward contracts may also require the Fund to recognize income or gain without a concurrent receipt of cash. However, the Fund must distribute to shareholders for each taxable year substantially all of its net income and net capital gains, including such income or gain, to qualify as a regulated investment company and avoid liability for any federal income or excise tax. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements. A state income (and possibly local income and/or intangible property) tax exemption is generally available to the extent (if any) the Fund's distributions are derived from interest on (or, in the case of intangibles taxes, the value of its assets is attributable to) certain U.S. Government obligations, provided in some states that certain thresholds for holdings of such obligations and/or reporting requirements are satisfied. The Fund will not seek to satisfy any threshold or reporting requirements that may apply in particular taxing jurisdictions, although the Fund may in its sole discretion provide relevant information to shareholders. The Fund will be required to report to the Internal Revenue Service (the "IRS") all taxable distributions to shareholders, as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt recipients, i.e., corporations and certain other investors distributions to which are exempt from the information reporting provisions of the Code. Under the backup withholding provisions of Code Section 3406 and applicable Treasury regulations, all such reportable distributions and proceeds may be subject to 43 backup withholding of federal income tax at the rate of 31% in the case of non-exempt shareholders who fail to furnish the Fund with their correct taxpayer identification number and certain certifications required by the IRS or if the IRS or a broker notifies the Fund that the number furnished by the shareholder is incorrect or that the shareholder is subject to backup withholding as a result of failure to report interest or dividend income. The Fund may refuse to accept an application that does not contain any required taxpayer identification number or certification that the number provided is correct. If the backup withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld. Any amounts withheld may be credited against a shareholder's U.S. federal income tax liability. Investors should consult their tax advisers about the applicability of the backup withholding provision. Different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions, and certain prohibited transactions is accorded to accounts maintained as qualified retirement plans. Shareholders should consult their tax advisers for more information. The foregoing discussion relates solely to U.S. Federal income tax law as applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic corporations, partnerships, trusts or estates) subject to tax under this law. The discussion does not address special tax rules applicable to certain classes of investors, such as tax-exempt entities, insurance companies and financial institutions. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of Fund shares may also be subject to state and local taxes. Shareholders should consult their own tax advisers as to the Federal, state or local tax consequences of, and receipt of distributions from, ownership of shares of the Fund in their particular circumstances. Non-U.S. investors not engaged in a U.S. trade or business with which their Fund investment is effectively connected will be subject to U.S. Federal income tax treatment that is different from that described above. These investors may be subject to nonresident alien withholding tax at the rate of 30% (or a lower rate under an applicable tax treaty) on amounts treated as ordinary dividends from the Fund and, unless an effective IRS Form W-8 or authorized substitute for Form W-8 is on file, to 31% backup withholding on certain other payments from the Fund. Non-U.S. investors should consult their tax advisers regarding such treatment and the application of foreign taxes to an investment in the Fund. Provided that the Fund qualifies as a regulated investment company under the Code, it will not be required to pay Massachusetts corporate excise or franchise taxes. CALCULATION OF PERFORMANCE The average annual total return of the Class A shares of the Fund for the 1 year, 5 year and 10 year periods ended October 31, 1996 was (3.11)%, 18.43% and 12.50%, respectively. The average annual total return of the Class B shares of the Fund for the 1 year period ended October 31, 1996 and since inception on January 3, 1994 was (3.70)% and 19.21%, respectively. Total return is computed by finding the average annual compounded rate of return over the 1 year, 5 year and 10 year periods that would equate the initial amount invested to the ending redeemable value according to the following formula: 44 n _____ T = \ /ERV/P - 1 Where: P = a hypothetical initial investment of $1,000. T = average annual total return. n = number of years. ERV = ending redeemable value of a hypothetical $1,000 investment made at the beginning of the 1, 5 and 10 year periods. Because each share has its own sales charge and fee structure, the classes have different performance results. In the case of Class A or Class B shares, this calculation assumes the maximum sales charge is included in the initial investment or the CDSC is applied at the end of the period, respectively. This calculation assumes that all dividends and distributions are reinvested at net asset value on the reinvestment dates during the period. The "distribution rate" is determined by annualizing the result of dividing the declared dividends of the Fund during the period stated by the maximum offering price or net asset value at the end of the period. Excluding the fund's sales charge from the distribution rate produces a higher rate. In addition to average annual total returns, the Fund may quote unavereaged or cumulative total returns reflecting the simple change in value of an investment over a stated period. Cumulative total returns may be quoted as a percentage or as a dollar amount, and may be calculated for a single investment, a series of investments, and/or a series of redemptions,, over any time period. Total returns may be quoted with or without taking the Fund's sales charge on Class A shares or the CDSC on Class B shares into account. Excluding the Fund's sales charge on Class A shares and the CDSC on Class B shares from a total return calculation produces a higher total return figure. From time to time, in reports and promotional literature, the Fund's total return will be compared to indices of mutual funds such as Lipper Analytical Services, Inc.'s "Lipper-Mutual Fund Performance Analysis," a monthly publication which tracks net assets and total return on mutual funds in the United States. Ibottson and Associates, CDA Weisenberger and F.C. Towers are also used for comparison purposes, as well as the Russell and Wilshire Indices. Performance rankings and ratings reported periodically in national financial publications such as MONEY Magazine, FORBES, BUSINESS WEEK, THE WALL STREET JOUNRAL,MICROPAL, INC., MORNING STAR INC., STANGER'S BARRON'S, etc., will also be utilized. The Fund's promotional and sales literature may make reference to the fund's "beta". Beta is a reflection of the market related risk of the Fund by showing how responsive the Fund is to the market. 45 The performance of the Fund is not fixed or guaranteed. Performance quotations should not be considered to be representations of performance of the Fund for any period in the future. The performance of the Fund is a function of many factors including its earnings, expenses and number of outstanding shares. Fluctuating market conditions; purchases, sales and maturities of portfolio securities; sales and redemptions of shares of capital stock; and changes in operating expenses are all examples of items that can increase or decrease the Fund's performance. BROKERAGE ALLOCATION Decisions concerning the purchase and sale of portfolio securities and the allocation of brokerage commissions are made by the Adviser pursuant to recommendations made by an investment committee of the Adviser which consists of officers and directors of the Adviser, Sub-Adviser and officers and Trustees who are interested persons of the Trust. Orders for purchases and sales of securities are placed in a manner, which, in the opinion of the Adviser, will offer the best price and market for the execution of each such transaction. Purchases from underwriters of portfolio securities may include a commission or commissions paid by the issuer and transactions with dealers serving as market makers reflect a "spread." Investments in debt securities are generally traded on a net basis through dealers acting for their own account as principals and not as brokers; no brokerage commissions are payable on such transactions. In the U.S. and in some other countries, debt securities are traded principally in the over-the-counter market on a net basis through dealers acting for their own account and not as brokers. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. Commissions on foreign transactions are generally higher than the negotiated commission rates available in the U.S. There is generally less government supervision and regulation of foreign stock exchanges and broker-dealers than in the U.S. The Fund's primary policy is to execute all purchases and sales of portfolio instruments at the most favorable prices consistent with best execution, considering all of the costs of the transaction including brokerage commissions. This policy governs the selection of brokers and dealers and the market in which a transaction is executed. Consistent with the foregoing primary policy, the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and other policies as the Trustees may determine, the Adviser and the Sub-Adviser may consider sales of shares of the Fund as a factor in the selection of broker-dealers to execute the Fund's portfolio transactions. To the extent consistent with the foregoing, the Fund will be governed in the selection of brokers and dealers, and the negotiation of brokerage commission rates and dealer spreads, by the reliability and quality of the services, including primarily the availability and value of research information and to a lesser extent statistical assistance furnished to the Adviser and Sub-Adviser of the Fund, and their value and expected contribution to the performance of the Fund. It is not possible to place a dollar value on information and services to be received from brokers and dealers, since it is only supplementary to the research efforts of the Adviser and Sub-Adviser. The receipt of research information is not expected to reduce significantly the expenses of the Adviser and Sub-Adviser. The research information and statistical assistance furnished by brokers and dealers may benefit the Life Company or other advisory clients of the Adviser, and, conversely, brokerage commissions and spreads paid by other advisory clients of the Adviser may result in research information and statistical assistance beneficial to the Fund. Similarly, research information and assistance provided to the Sub-Adviser by brokers and dealers may benefit other advisory clients or affiliates of the Sub-Adviser. The Fund will make no commitment to allocate portfolio transactions upon any prescribed basis. While the Adviser, together with the Sub-Adviser, will be primarily responsible for the allocation of the Fund's brokerage business, the policies and practices of 46 the Adviser in this regard must be consistent with the foregoing and will at all times be subject to review by the Trustees. During the fiscal year ended December 31, 1994 and 1995, the Fund paid total brokerage commissions, excluding spreads or commissions on principal transactions, of $81,677 and $102,799, respectively. During the period ended from January 1, 1996 to October 31, 1996, the Fund paid total brokerage commissions, excluding spreads or commissions on principal transactions of $178,841. As permitted by Section 28(e) of the Securities Exchange Act of 1934, the Fund may pay to a broker which provides brokerage and research services to the Fund an amount of disclosed commission in excess of the commission which another broker would have charged for effecting that transaction. This practice is subject to a good faith determination by the Trustees that the price is reasonable in light of the services provided and policies as the Trustees may adopt from time to time. During the fiscal year ended October 31, 1996, the Fund directed commissions in the amount of $47,250 to compensate brokers for research services such as industry, economic and company reviews and evaluations of securities. The Adviser's indirect parent, the Life Company, is the indirect sole shareholder of John Hancock Distributors, Inc., a broker-dealer ("Distributors" or "Affiliated Broker). Pursuant to procedures determined by the Trustees and consistent with the above policy of obtaining best net results, the Fund may execute portfolio transactions with or through Affiliated Brokers. For the fiscal year ended October 31, 1996, the Fund paid no brokerage commissions to any Affiliated Broker. Distributors may act as broker for the Fund on exchange transactions, subject, however, to the general policy of the Fund set forth above and the procedures adopted by the Trustees pursuant to the Investment Company Act. Commissions paid to an Affiliated Broker must be at least as favorable as those which the Trustees believe to be contemporaneously charged by other brokers in connection with comparable transactions involving similar securities being purchased or sold. A transaction would not be placed with an Affiliated Broker if the Fund would have to pay a commission rate less favorable than the Affiliated Broker's contemporaneous charges for comparable transactions for its other most favored, but unaffiliated, customers except for accounts for which the Affiliated Broker acts as clearing broker and comparable to the Fund as determined by a majority of the Trustees who are not interested persons (as defined in the Investment Company Act) of the Fund, the Adviser, or the Affiliated Broker. Because the Adviser, which is affiliated with the Affiliated Brokers, has, as an investment adviser to the Fund, the obligation to provide investment management services, which includes elements of research and related investment skills, such research and related skills will not be used by the Affiliated Brokers as a basis for negotiating commissions at a rate higher than that determined in accordance with the above criteria. Other investment advisory clients advised by the Adviser may also invest in the same securities as the Fund. When these clients buy or sell the same securities at substantially the same time, the Adviser may average the transactions as to price and allocate the amount of available investments in a manner which the Adviser believes to be equitable to each client, including the Fund. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for it. On the other hand, to the extent permitted by law, the Adviser may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for other clients managed by it in order to obtain best execution. 47 TRANSFER AGENT SERVICES John Hancock Signature Services, Inc., 1 John Hancock Way STE 1000, Boston, MA 02217- 1000, a wholly-owned indirect subsidiary of the Life Company, is the transfer and dividend paying agent for the Fund. The Fund pays an annual fee of $19.00 for each Class A shareholder and $21.50 for each Class B shareholder, plus certain out-of- pocket expenses. These expenses are aggregated and charged to the Fund and allocated to each class on the basis of their relative net asset values. CUSTODY OF PORTFOLIO Portfolio securities of the Fund are held pursuant to a custodian agreement between the Fund and Investors Bank & Trust Company, 89 South Street, Boston, Massachusetts 02111. Under the custodian agreement, Investors Bank & Trust Company performs custody, portfolio and fund accounting services. INDEPENDENT AUDITORS The independent auditors of the Fund are Price Waterhouse, LLP, 200 Clarendon Street, Boston, Massachusetts 02116. Price Waterhouse, LLP audits and renders an opinion on the Fund's annual financial statements and reviews the Fund's annual Federal income tax return. 48 APPENDIX A DESCRIPTION OF BOND RATINGS* Moody's Bond ratings Bonds which are rated 'Aaa' are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as 'gilt edge.' Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most likely to impair the fundamentally strong position of such issues. Bonds which are rated 'Aa' are judged to be of high quality by all standards. Together with the 'Aaa' group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in 'Aaa' securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risks appear somewhat larger than in 'Aaa' securities . Bonds which are rated 'A' possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future. Bonds which are rated 'Baa' are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Bonds which are rated 'Ba' are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position, characterizes bonds in this class. Bonds which are rated 'B' generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Bonds which are rated 'Caa' are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. *As described by the rating companies themselves. Bonds which are rated 'Ca' represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. Standard & Poor's Bond ratings A-1 AAA. This is the highest rating assigned by Standard & Poor's to a debt obligation and indicates an extremely strong capacity to pay principal and interest. AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in small degree. A. Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. BBB. Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category. BB. Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating. B. Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating. CCC. Debt rated 'CCC' has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The 'CCC' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'CCC' rating. CC. The rating 'CC' is typically applied to debt subordinated to senior debt that is assigned an actual or implied 'CCC' rating. A-2 FINANCIAL STATEMENTS F-1 John Hancock Series Trust PART C. OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) The financial statements listed below are included in and incorporated by reference into Part B of the Registration Statement from the Global Technology 1996 Annual Report to Shareholders for the year ended October 31, 1996 (filed electronically on December 31, 1996; file nos. 811-3392, and 2-75807; accession number 0001005477-96-000705) and Emerging Growth Fund 1996 Annual Report to Shareholders for the year ended October 31, 1996 (filed electronically on December 31, 1996; file nos. 811-3392 and 2-75807, accession number 0001005477-96-000701). John Hancock Global Technology Fund ----------------------------------- Statement of Assets and Liabilities as of October 31, 1996. Statement of Operations for the period ended January 1, 1996 to October 31, 1996. Statement of Changes in Net Asset for each of the periods indicated therein. Notes to Financial Statements. Financial Highlights for each of the periods indicated therein. Schedule of Investments as of October 31, 1996. Report of Independent Auditors. John Hancock Emerging Growth Fund --------------------------------- Statement of Assets and Liabilities as of October 31, 1996. Statement of Operations for the year ended October 31, 1996. Statement of Changes in Net Asset for the two years in the period ended October 31, 1996. Notes to Financial Statements. Financial Highlights for each of the 10 years in the period ended October 31, 1996. Schedule of Investments as of October 31, 1996. Report of Independent Auditors. (b) Exhibits: The exhibits to this Registration Statement are listed in the Exhibit Index hereto and are incorporated herein by reference. Item 25. Persons Controlled by or under Common Control with Registrant C-1 No person is directly or indirectly controlled by or under common control with Registrant. Item 26. Number of Holders of Securities As of January 31, 1997, the number of record holders of shares of Registrant was as follows: Title of Class Number of Record Holders John Hancock Global Technology Fund Class A Shares - 22,063 Class B Shares - 9,307 John Hancock Emerging Growth Fund Class A Shares - 17,729 Class B Shares - 34,632 Item 27. Indemnification Section 4.3 of Registrant's Declaration of Trust provides that (i) every person who is, or has been, a Trustee, officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) shall be indemnified by the Trust, or by one or more Series thereof if the claim arises from his or her conduct with respect to only such Series, to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; and that (ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. However, no indemnification shall be provided to a Trustee or officer (i) against any liability to the Trust, a Series thereof or the Shareholders by C-2 reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (ii) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or a Series thereof; (iii) in the event of a settlement or other disposition not involving a final adjudication resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by (A) a court by (B) a majority of the Non- interested trustees or independent legal counsel, or (C) a vote of the majority of the Fund's outstanding shares. The rights of indemnification may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such a person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust or any Series thereof other than Trustees and officers may be entitled by contract or otherwise under law. Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding may be advanced by the Trust or a Series thereof before final disposition, if the recipient undertakes to repay the amount if it is ultimately determined that he is not entitled to indemnification, provided that either: (i) such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust or Series thereof shall be insured against losses arising out of any such advances; or (ii) a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. For purposes of indemnification Non-interested Trustee" is one who (i) is not an "Interested Person" of the Trust (including anyone who has been exempted from being an "Interested Person" by any rule, regulation or order of the Commission), and (ii) is not involved in the claim, action, suit or proceeding. (b) Under the Distribution Agreement. Under Section 12 of the Distribution Agreement, John Hancock Funds, Inc. ("John Hancock Funds") has agreed to indemnify the Registrant and its Trustees, officers and controlling persons against claims arising out of certain acts and statements of John Hancock Funds. C-3 Section 9(a) of the By-Laws of the Insurance Company provides, in effect, that the Insurance Company will, subject to limitations of law, indemnify each present and former director, officer and employee of the of the Insurance Company who serves as a Trustee or officer of the Registrant at the direction or request of the Insurance Company against litigation expenses and liabilities incurred while acting as such, except that such indemnification does not cover any expense or liability incurred or imposed in connection with any matter as to which such person shall be finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Insurance Company. In addition, no such person will be indemnified by the Insurance Company in respect of any liability or expense incurred in connection with any matter settled without final adjudication unless such settlement shall have been approved as in the best interests of the Insurance Company either by vote of the Board of Directors at a meeting composed of directors who have no interest in the outcome of such vote, or by vote of the policyholders. The Insurance Company may pay expenses incurred in defending an action or claim in advance of its final disposition, but only upon receipt of an undertaking by the person indemnified to repay such payment if he should be determined to be entitled to indemnification. Article IX of the respective By-Laws of John Hancock Funds and the Adviser provide as follows: "Section 9.01. Indemnity: Any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was at any time since the inception of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and the liability was not incurred by reason of gross negligence or reckless disregard of the duties involved in the conduct of his office, and expenses in connection therewith may be advanced by the Corporation, all to the full extent authorized by the law." "Section 9.02. Not Exclusive; Survival of Rights: The indemnification provided by Section 9.01 shall not be deemed exclusive of any other right to which those indemnified may be entitled, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such as person." Insofar as indemnification for liabilities under the Securities Act of 1933 (the "Act") may be permitted to Trustees, officers and controlling persons of Registrant pursuant to the Registrant's Amended and Restated Articles of Incorporation, Article 10.1 of the Registrant's By-Laws, The underwriting Agreement, the By-Laws of John Hancock Funds, the Adviser, or the Insurance Company or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court C-4 of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 28. Business and other Connections of Investment Adviser For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and Directors of the Investment Adviser, reference is made to Forms ADV (801-8124) filed under the Investment Advisers Act of 1940, herein incorporated by reference. Item 29. Principal Underwriters (a) John Hancock Funds acts as principal underwriter for the Registrant and also serves as principal underwriter or distributor of shares for John Hancock Cash Reserve, Inc., John Hancock Bond Trust, John Hancock Current Interest, John Hancock Series Trust, John Hancock Tax-Free Bond Trust, John Hancock California Tax-Free Income Fund, John Hancock Capital Series, John Hancock Limited-Term Government Fund, John Hancock Special Equities Fund, John Hancock Sovereign Bond Fund, John Hancock Tax-Exempt Series Fund, John Hancock Strategic Series, John Hancock World Fund, John Hancock Investment Trust, John Hancock Institutional Series Trust, John Hancock Investment Trust II, John Hancock Investment Trust III and John Hancock Investment Trust IV. (b) The following table lists, for each director and officer of John Hancock Funds, the information indicated. C-5
Name and Principal Positions and Offices Positions and Offices Business Address with Underwriter with Registrant ---------------- ---------------- --------------- Edward J. Boudreau, Jr. Director, Chairman, President and Trustee, Chairman, and Chief 101 Huntington Avenue Chief Executive Officer Executive Officer Boston, Massachusetts Robert H. Watts Director, Executive Vice None John Hancock Place President and Chief Compliance P.O. Box 111 Officer Boston, Massachusetts Robert G. Freedman Director Vice Chairman and Chief 101 Huntington Avenue Investment Officer Boston, Massachusetts Stephen M. Blair Executive Vice President None 101 Huntington Avenue Boston, Massachusetts David A. King Director None 101 Huntington Avenue Boston, Massachusetts James McLaughlin Senior Vice President and Chief None 101 Huntington Avenue Financial Officer Boston, Massachusetts James B. Little Senior Vice President Senior Vice President and 101 Huntington Avenue Chief Financial Officer Boston, Massachusetts John A. Morin Vice President and Secretary Vice President 101 Huntington Avenue Boston, Massachusetts Susan S. Newton Vice President Vice President and Secretary 101 Huntington Avenue Boston, Massachusetts C-6 Name and Principal Positions and Offices Positions and Offices Business Address with Underwriter with Registrant ---------------- ---------------- --------------- William S. Nichols Senior Vice President None 101 Huntington Avenue Boston, Massachusetts Christopher M. Meyer Second Vice President and None 101 Huntington Avenue Treasurer Boston, Massachusetts Stephen L. Brown Director None John Hancock Place P.O. Box 111 Boston, Massachusetts Thomas E. Moloney Director None John Hancock Place P.O. Box 111 Boston, Massachusetts Jeanne M. Livermore Director None John Hancock Place P.O. Box 111 Boston, Massachusetts Richard S. Scipione Director Trustee John Hancock Place P.O. Box 111 Boston, Massachusetts Anne C. Hodsdon Director and Executive President 101 Huntington Avenue Vice President Boston, Massachusetts C-7 Name and Principal Positions and Offices Positions and Offices Business Address with Underwriter with Registrant ---------------- ---------------- --------------- Richard O. Hansen Director None John Hancock Place P.O. Box 111 Boston, Massachusetts John M. DeCiccio Director None John Hancock Place P.O. Box 111 Boston, Massachusetts David F. D'Allessandro Director None John Hancock Place P.O. Box 111 Boston, Massachusetts Foster L. Aborn Director None John Hancock Place P.O. Box 111 Boston, Massachusetts William C. Fletcher Director None 53 State Street Boston, Massachusetts James V. Bowhers Executive Vice President None 101 Huntington Avenue Boston, Masschusetts Anthony P. Petrucci Senior Vice President None 101 Huntington Avenue Boston, Massachusetts Charles H. Womack Senior Vice President None 6501 Americas Parkway Suite 950 Albuquerque, New Mexico Keith Harstein Senior Vice President None 101 Huntington Avenue Boston, Massachusetts C-8 Name and Principal Positions and Offices Positions and Offices Business Address with Underwriter with Registrant ---------------- ---------------- --------------- Griselda Lyman Vice President None 101 Huntington Avenue Boston, Massachusetts Karen Walsh Vice President None 101 Huntington Avenue Boston, Massachusetts
(c) None. Item 30. Location of Accounts and Records Registrant maintains the records required to be maintained by it under Rules 31a-1 (a), 31a-a(b), and 31a-2(a) under the Investment Company Act of 1940 as its principal executive offices at 101 Huntington Avenue, Boston Massachusetts 02199-7603. Certain records, including records relating to Registrant's shareholders and the physical possession of its securities, may be maintained pursuant to Rule 31a-3 at the main office of Registrant's Transfer Agent and Custodian. Item 31. Management Services Not applicable. Item 32. Undertakings (a) Not applicable. (b) Not applicable. (c) Registrant hereby undertakes to furnish each person to whom a prospectus with respect to a series of the Registrant is delivered with a copy of the latest annual report to shareholders with respect to that series upon request and without charge. C-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts on the 25th day of February, 1997. JOHN HANCOCK SERIES TRUST By: * ------------------------------------ Edward J. Boudreau, Jr. Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, the Registration has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- * - ------------------------ Chairman and Chief Executive Edward J. Boudreau, Jr. Officer (Principal Executive Officer) /s/James B. Little - ------------------------ Senior Vice President and Chief February 25, 1997 James B. Little Financial Officer (Principal Financial and Accounting Officer) * - ------------------------ Trustee James F. Carlin * - ------------------------ Trustee William H. Cunningham * - ------------------------ Trustee Charles F. Fretz * - ------------------------ Trustee Harold R. Hiser, Jr. * - ------------------------ Trustee Anne C. Hodsdon * - ------------------------ Trustee Charles L. Ladner C-10 * - ------------------------ Trustee Leo E. Linbeck, Jr. * - ------------------------ Trustee Patricia P. McCarter * - ------------------------ Trustee Steven R. Pruchansky * - ------------------------ Trustee Norman H. Smith * - ------------------------ Trustee Richard S. Scipione * - ------------------------ Trustee John P. Toolan By: /s/Susan S. Newton February 25, 1997 ------------------ Susan S. Newton, Attorney-in-Fact Powers of Attorney dated September 10, 1996.
C-11 John Hancock Series Trust EXHIBIT INDEX Exhibit No. Exhibit Description 99.B1 Declaration of Trust of John Hancock Series Trust dated September 10, 1996.+ 99.B2 Amended and Restated By-Laws dated November 19, 1996.+ 99.B4 Specimen share certificate for the Registrant.* 99.B5 Investment Management Contract between Registrant on behalf of John Hancock Emerging Growth Fund and John Hancock Advisers, Inc. dated December 2, 1996.+ 99.B5.1 Investment Management Contract between Registrant on behalf of John Hancock Global Technology Fund and John Hancock Advisers, Inc. dated December 2, 1996.+ 99.B5.2 Sub-Advisery Agreement between Registrant and American Fund Advisor, Inc.+ 99.B6 Distribution Agreement with Registrant and John Hancock Funds, Inc. dated December 2, 1996.+ 99.B6.1 Form of Soliciting Dealer Agreement between John Hancock Broker Distribution Services, Inc. and Selected Dealers.* 99.B6.2 Form of Financial Institution Sales and Service Agreement.* 99.B7 None 99.B8 Master Custodian Agreement between John Hancock Mutual Funds and Investors Bank and Trust Company dated December 15, 1992.* 99.B9 Transfer Agency Agreement between Registrant and John Hancock Fund Services, Inc. dated December 2, 1996.+ 99.B10 None 99.B11 Auditor's Consents.+ 99.B12 Not Applicable 99.B13 None 99.B14 None Exhibit No. Exhibit Description 99.B15 Class A Distribution Plan between John Hancock Global Technology Fund and John Hancock Funds, Inc. dated December 2, 1996.+ 99.B15.1 Class B Distribution Plan between John Hancock Global Technology Fund and John Hancock Funds, Inc. dated December 2, 1996.+ 99.B15.2 Class A Distribution Plan between John Hancock Emerging Growth Fund and John Hancock Funds, Inc. dated December 2, 1996.+ 99.B15.3 Class B Distribution Plan between John Hancock Emerging Growth Fund and John Hancock Funds, Inc. dated December 2, 1996.+ 99.B16 Schedule of Computation of Yield and Total Return.* 27.1A Global Technology - Annual 27.1B Global Technology - Annual 27.2A Emerging Growth- Annual 27.2B Emerging Growth - Annual * Previously filed electronically with Post-effective amendment number 24 (file no. 8-113392 and 2-75807) on April 26, 1995, accession number 0000950135-95-00100. ** Previously filed electronically with Post-Effective Amendment number 25 (file nos. 811-3392 and 2-75807) on April 29, 1996, accession number 0001010521-96-000047. + Filed herewith. EX-99.B1 2 DECLARATION OF TRUST DECLARATION OF TRUST OF JOHN HANCOCK SERIES TRUST 101 Huntington Avenue Boston, Massachusetts 02199 Dated September 10, 1996 DECLARATION OF TRUST made this 10th day of September, 1996 by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the "Trustees"); WHEREAS, the Trustees desire to establish a trust for the investment and reinvestment of funds contributed thereto; WHEREAS, the Trustees desire that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided; WHEREAS, the Trustees declared that all money and property contributed to the trust established thereunder be held and managed in trust for the benefit of the holders, from time to time, of the shares of beneficial interest issued thereunder and subject to the provisions thereof; NOW, THEREFORE, in consideration of the foregoing premises and the agreements contained herein, the undersigned, being all of the Trustees of the trust, hereby declare as follows: ARTICLE I NAME AND DEFINITIONS Section 1.1. Name. The name of the trust created hereby is "John Hancock Series Trust" (the "Trust"). Section 1.2. Definitions. Wherever they are used herein, the following terms have the following respective meanings: (a) "Administrator" means the party, other than the Trust, to the contract described in Section 3.3 hereof. (b) "By-laws" means the By-laws referred to in Section 2.8 hereof, as amended from time to time. (c) "Class" means any division of shares within a Series in accordance with the provisions of Article V. (d) The terms "Commission" and "Interested Person" have the meanings given them in the 1940 Act. Except as such term may be otherwise defined by the Trustees in conjunction with the establishment of any Series, the term "vote of a majority of the Outstanding Shares entitled to vote" shall have the same meaning as is assigned to the term "vote of a majority of the outstanding voting securities" in the 1940 Act. (e) "Custodian" means any Person other than the Trust who has custody of any Trust Property as required by Section 17(f) of the 1940 Act, but does not include a system for the central handling of securities described in said Section 17(f). (f) "Declaration" means this Declaration of Trust as amended from time to time. Reference in this Declaration of Trust to "Declaration," "hereof," "herein," and "hereunder" shall be deemed to refer to this Declaration rather than exclusively to the article or section in which such words appear. (g) "Distributor" means the party, other than the Trust, to the contract described in Section 3.1 hereof. (h) "Fund" or "Funds" individually or collectively, means the separate Series of the Trust, together with the assets and liabilities assigned thereto. (i) "Fundamental Restrictions" means the investment restrictions set forth in the Prospectus and Statement of Additional Information for any Series and designated as fundamental restrictions therein with respect to such Series. (j) "His" shall include the feminine and neuter, as well as the masculine, genders. (k) "Investment Adviser" means the party, other than the Trust, to the contract described in Section 3.2 hereof. (l) The "1940 Act" means the Investment Company Act of 1940, as amended from time to time. (m) "Person" means and includes individuals, corporations, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof. (n) "Prospectus" means the Prospectuses and Statements of Additional Information included in the Registration Statement of the Trust under the Securities Act of 1933, as amended, as such Prospectuses and Statements of Additional Information may be amended or supplemented and filed with the Commission from time to time. (o) "Series" individually or collectively means the separately managed component(s) of the Trust (or, if the Trust shall have only one such component, then that one) as may be established and designated from time to time by the Trustees pursuant to Section 5.11 hereof. 2 (p) "Shareholder" means a record owner of Outstanding Shares. (q) "Shares" means the equal proportionate units of interest into which the beneficial interest in the Trust shall be divided from time to time, including the Shares of any and all Series or of any Class within any Series (as the context may require) which may be established by the Trustees, and includes fractions of Shares as well as whole Shares. "Outstanding" Shares means those Shares shown from time to time on the books of the Trust or its Transfer Agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust. (r) "Transfer Agent" means any Person other than the Trust who maintains the Shareholder records of the Trust, such as the list of Shareholders, the number of Shares credited to each account, and the like. (s) "Trust" means John Hancock Series Trust. (t) "Trustees" means the persons who have signed this Declaration, so long as they shall continue in office in accordance with the terms hereof, and all other persons who now serve or may from time to time be duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in this capacity or their capacities as trustees hereunder. (u) "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees, including any and all assets of or allocated to any Series or Class, as the context may require. ARTICLE II TRUSTEES Section 2.1. General Powers. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Declaration. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without The Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power herein shall not be construed as limiting the aforesaid powers. Such powers of the Trustees may be exercised without order of or resort to any court. 3 Section 2.2. Investments. The Trustees shall have the power: (a) To operate as and carry on the business of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operations. (b) To invest in, hold for investment, or reinvest in, cash; securities, including common, preferred and preference stocks; warrants; subscription rights; profit-sharing interests or participations and all other contracts for or evidence of equity interests; bonds, debentures, bills, time notes and all other evidences of indebtedness; negotiable or non-negotiable instruments; government securities, including securities of any state, municipality or other political subdivision thereof, or any governmental or quasi-governmental agency or instrumentality; and money market instruments including bank certificates of deposit, finance paper, commercial paper, bankers' acceptances and all kinds of repurchase agreements, of any corporation, company, trust, association, firm or other business organization however established, and of any country, state, municipality or other political subdivision, or any governmental or quasi-governmental agency or instrumentality; any other security, instrument or contract the acquisition or execution of which is not prohibited by any Fundamental Restriction; and the Trustees shall be deemed to have the foregoing powers with respect to any additional securities in which the Trust may invest should the Fundamental Restrictions be amended. (c) To acquire (by purchase, subscription or otherwise), to hold, to trade in and deal in, to acquire any rights or options to purchase or sell, to sell or otherwise dispose of, to lend and to pledge any such securities, to enter into repurchase agreements, reverse repurchase agreements, firm commitment agreements, forward foreign currency exchange contracts, interest rate, mortgage or currency swaps, and interest rate caps, floors and collars, to purchase and sell options on securities, indices, currency, swaps or other financial assets, futures contracts and options on futures contracts of all descriptions and to engage in all types of hedging, risk management or income enhancement transactions. (d) To exercise all rights, powers and privileges of ownership or interest in all securities and repurchase agreements included in the Trust Property, including the right to vote thereon and otherwise act with respect thereto and to do all acts for the preservation, protection, improvement and enhancement in value of all such securities and repurchase agreements. (e) To acquire (by purchase, lease or otherwise) and to hold, use, maintain, develop and dispose of (by sale or otherwise) any property, real or personal, including cash or foreign currency, and any interest therein. (f) To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; and to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person and to lend Trust Property. 4 (g) To aid by further investment any corporation, company, trust, association or firm, any obligation of or interest in which is included in the Trust Property or in the affairs of which the Trustees have any direct or indirect interest; to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest; and to guarantee or become surety on any or all of the contracts, stocks, bonds, notes, debentures and other obligations of any such corporation, company, trust, association or firm. (h) To enter into a plan of distribution and any related agreements whereby the Trust may finance directly or indirectly any activity which is primarily intended to result in the distribution and/or servicing of Shares. (i) To adopt on behalf of the Trust or any Series thereof an alternative purchase plan providing for the issuance of multiple Classes of Shares (as authorized herein at Section 5.11). (j) In general to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or arising out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Notwithstanding any other provision herein, the Trustees shall have full power in their discretion as contemplated in Section 8.5, without any requirement of approval by Shareholders, to invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in securities issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of any state) which is classified as a partnership or corporation for federal income tax purposes. The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries. Section 2.3. Legal Title. Legal title to all the Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust or any Series of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is deemed appropriately protected. The right, title and interest of the Trustees in the Trust Property and the Property of each Series of the Trust shall vest automatically in each Person who may hereafter become a Trustee. Upon the termination of the term of office, resignation, removal or death of a Trustee he 5 shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VI and VII and Section 5.11 hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust or of the particular Series with respect to which such Shares are issued, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of The Commonwealth of Massachusetts governing business corporations. Section 2.5. Delegation; Committees. The Trustees shall have power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or any Series of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to the same extent as such delegation is permitted by the 1940 Act. Section 2.6. Collection and Payment. The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Section 2.7. Expenses. The Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees. Section 2.8. Manner of Acting; By-laws. Except as otherwise provided herein or in the By-laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees, including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of a majority of Trustees then in office. The Trustees may adopt By-laws not inconsistent with this Declaration to provide for the conduct of the business of the Trust and may amend or repeal such By-laws to the extent such power is not reserved to the Shareholders. Notwithstanding the foregoing provisions of this Section 2.8 and in addition to such provisions or any other provision of this Declaration or of the By-laws, the Trustees may by resolution appoint a committee consisting of less than the whole number of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding which shall be pending or threatened to be brought before any court, administrative agency or other adjudicatory body. 6 Section 2.9. Miscellaneous Powers. The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust or any Series thereof; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) remove Trustees, fill vacancies in, add to or subtract from their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase, and pay for out of Trust Property or the property of the appropriate Series of the Trust, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers, administrators, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) to the extent permitted by law, indemnify any person with whom the Trust or any Series thereof has dealings, including the Investment Adviser, Administrator, Distributor, Transfer Agent and selected dealers, to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year and taxable year of the Trust or any Series thereof and the method by which its or their accounts shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust. Section 2.10. Principal Transactions. Except for transactions not permitted by the 1940 Act or rules and regulations adopted, or orders issued, by the Commission thereunder, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust or any Series thereof to any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with the Investment Adviser, Distributor or Transfer Agent or with any Interested Person of such Person; and the Trust or a Series thereof may employ any such Person, or firm or company in which such Person is an Interested Person, as broker, legal counsel, registrar, transfer agent, dividend disbursing agent or custodian upon customary terms. Section 2.11. Litigation. The Trustees shall have the power to engage in and to prosecute, defend, compromise, abandon, or adjust by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust or any Series thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust. Section 2.12. Number of Trustees. The initial Trustees shall be the persons initially signing the Original Declaration. The number of Trustees (other than the initial Trustees) shall be such number as shall be fixed from time to time by vote of a majority of the Trustees, provided, however, that the number of Trustees shall in no event be less than one (1). 7 Section 2.13. Election and Term. Except for the Trustees named herein or appointed to fill vacancies pursuant to Section 2.15 hereof, the Trustees may succeed themselves and shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders on a date fixed by the Trustees. Except in the event of resignations or removals pursuant to Section 2.14 hereof, each Trustee shall hold office until such time as less than a majority of the Trustees holding office has been elected by Shareholders. In such event the Trustees then in office shall call a Shareholders' meeting for the election of Trustees. Except for the foregoing circumstances, the Trustees shall continue to hold office and may appoint successor Trustees. Section 2.14. Resignation and Removal. Any Trustee may resign his trust (without the need for any prior or subsequent accounting) by an instrument in writing signed by him and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than one) with cause, by the action of two-thirds of the remaining Trustees or by action of two-thirds of the outstanding Shares of the Trust (for purposes of determining the circumstances and procedures under which any such removal by the Shareholders may take place, the provisions of Section 16(c) of the 1940 Act (or any successor provisions) shall be applicable to the same extent as if the Trust were subject to the provisions of that Section). Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence. Section 2.15. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of his death, retirement, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul the Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. In the case of an existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit, made by vote of a majority of the Trustees then in office. Any such appointment shall not become effective, however, until the person named in the vote approving the appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 2.15, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration. The vote by a majority of the Trustees in office, fixing the number of Trustees shall be conclusive evidence of the existence of such vacancy. 8 Section 2.16. Delegation of Power to Other Trustees. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two (2) Trustees personally exercise the powers granted to the Trustees under this Declaration except as herein otherwise expressly provided. ARTICLE III CONTRACTS Section 3.1. Distribution Contract. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive distribution contract or contracts providing for the sale of the Shares to net the Trust or the applicable Series of the Trust not less than the amount provided for in Section 7.1 of Article VII hereof, whereby the Trustees may either agree to sell the Shares to the other party to the contract or appoint such other party as their sales agent for the Shares, and in either case on such terms and conditions, if any, as may be prescribed in the By-laws, and such further terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article III or of the By-laws; and such contract may also provide for the repurchase of the Shares by such other party as agent of the Trustees. Section 3.2. Advisory or Management Contract. The Trustees may in their discretion from time to time enter into one or more investment advisory or management contracts or, if the Trustees establish multiple Series, separate investment advisory or management contracts with respect to one or more Series whereby the other party or parties to any such contracts shall undertake to furnish the Trust or such Series management, investment advisory, administration, accounting, legal, statistical and research facilities and services, promotional or marketing activities, and such other facilities and services, if any, as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of the Declaration, the Trustees may authorize the Investment Advisers, or any of them, under any such contracts (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales, loans or exchanges of portfolio securities and other investments of the Trust on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of such Investment Advisers, or any of them (and all without further action by the Trustees). Any such purchases, sales, loans and exchanges shall be deemed to have been authorized by all of the Trustees. The Trustees may, in their sole discretion, call a meeting of Shareholders in order to submit to a vote of Shareholders at such meeting the approval or continuance of any such investment advisory or management contract. If the Shareholders of any one or more of the Series of the Trust should fail to approve any such investment advisory or management contract, the Investment Adviser may nonetheless serve as Investment Adviser with respect to any Series whose Shareholders approve such contract. Section 3.3. Administration Agreement. The Trustees may in their discretion from time to time enter into an administration agreement or, if the Trustees establish multiple Series or Classes, separate administration agreements with respect to each Series or Class, whereby the other party to such agreement shall undertake to manage the business affairs of the Trust or of a 9 Series or Class thereof and furnish the Trust or a Series or a Class thereof with office facilities, and shall be responsible for the ordinary clerical, bookkeeping and recordkeeping services at such office facilities, and other facilities and services, if any, and all upon such terms and conditions as the Trustees may in their discretion determine. Section 3.4. Service Agreement. The Trustees may in their discretion from time to time enter into Service Agreements with respect to one or more Series or Classes thereof whereby the other parties to such Service Agreements will provide administration and/or support services pursuant to administration plans and service plans, and all upon such terms and conditions as the Trustees in their discretion may determine. Section 3.5. Transfer Agent. The Trustees may in their discretion from time to time enter into a transfer agency and shareholder service contract whereby the other party to such contract shall undertake to furnish transfer agency and shareholder services to the Trust. The contract shall have such terms and conditions as the Trustees may in their discretion determine not inconsistent with the Declaration. Such services may be provided by one or more Persons. Section 3.6. Custodian. The Trustees may appoint or otherwise engage one or more banks or trust companies, each having an aggregate capital, surplus and undivided profits (as shown in its last published report) of at least two million dollars ($2,000,000) to serve as Custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-laws of the Trust. The Trustees may also authorize the Custodian to employ one or more sub-custodians, including such foreign banks and securities depositories as meet the requirements of applicable provisions of the 1940 Act, and upon such terms and conditions as may be agreed upon between the Custodian and such sub-custodian, to hold securities and other assets of the Trust and to perform the acts and services of the Custodian, subject to applicable provisions of law and resolutions adopted by the Trustees. Section 3.7. Affiliations of Trustees or Officers, Etc. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust or any Series thereof is a shareholder, director, officer, partner, trustee, employee, manager, adviser or distributor of or for any partnership, corporation, trust, association or other organization or of or for any parent or affiliate of any organization, with which a contract of the character described in Sections 3.1, 3.2, 3.3 or 3.4 above or for services as Custodian, Transfer Agent or disbursing agent or for providing accounting, legal and printing services or for related services may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder of or has an interest in the Trust, or that (ii) any partnership, corporation, trust, association or other organization with which a contract of the character described in Sections 3.1, 3.2, 3.3 or 3.4 above or for services as Custodian, Transfer Agent or disbursing agent or for related services may have been or may hereafter be made also has any one or more of such contracts with one or more other partnerships, corporations, trusts, associations or other organizations, or has other business or interests, 10 shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. Section 3.8. Compliance with 1940 Act. Any contract entered into pursuant to Sections 3.1 or 3.2 shall be consistent with and subject to the requirements of Section 15 of the 1940 Act (including any amendment thereof or other applicable Act of Congress hereafter enacted), as modified by any applicable order or orders of the Commission, with respect to its continuance in effect, its termination and the method of authorization and approval of such contract or renewal thereof. ARTICLE IV LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust or any Series thereof. No Trustee, officer, employee or agent of the Trust or any Series thereof shall be subject to any personal liability whatsoever to any Person, other than to the Trust or its Shareholders, in connection with Trust Property or the affairs of the Trust, except to the extent arising from bad faith, willful misfeasance, gross negligence or reckless disregard of his duties with respect to such Person; and all such Persons shall look solely to the Trust Property, or to the Property of one or more specific Series of the Trust if the claim arises from the conduct of such Trustee, officer, employee or agent with respect to only such Series, for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee, officer, employee, or agent, as such, of the Trust or any Series thereof, is made a party to any suit or proceeding to enforce any such liability of the Trust or any Series thereof, he shall not, on account thereof, be held to any personal liability. The Trust shall indemnify and hold each Shareholder harmless from and against all claims and liabilities, to which such Shareholder may become subject by reason of his being or having been a Shareholder, and shall reimburse such Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) out of the Trust Property for all legal and other expenses reasonably incurred by him in connection with any such claim or liability. The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Series whose Shares were held by said Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section 4.1 shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Series thereof to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein. Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee or agent of the Trust or any Series thereof shall be liable to the Trust, its Shareholders, or to any Shareholder, Trustee, officer, employee, or agent thereof for any action or failure to act (including without 11 limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of his office. Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and limitations contained in paragraph (b) below: (i) every person who is, or has been, a Trustee, officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) shall be indemnified by the Trust, or by one or more Series thereof if the claim arises from his or her conduct with respect to only such Series, to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; (ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. (b) No indemnification shall be provided hereunder to a Trustee or officer: (i) against any liability to the Trust, a Series thereof or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (ii) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or a Series thereof; (iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office: (A) by the court or other body approving the settlement or other disposition; (B) based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (x) vote of a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees then in office act on the matter) or (y) written opinion of independent legal counsel; or 12 (C) by a vote of a majority of the Shares outstanding and entitled to vote (excluding Shares owned of record or beneficially by such individual). (c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such a person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust or any Series thereof other than Trustees and officers may be entitled by contract or otherwise under law. (d) Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust or a Series thereof prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either: (i) such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust or Series thereof shall be insured against losses arising out of any such advances; or (ii) a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. As used in this Section 4.3, a "Non-interested Trustee" is one who (i) is not an "Interested Person" of the Trust (including anyone who has been exempted from being an "Interested Person" by any rule, regulation or order of the Commission), and (ii) is not involved in the claim, action, suit or proceeding. Section 4.4. No Bond Required of Trustees. No Trustee shall be obligated to give any bond or other security for the performance of any of his duties hereunder. Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc. No purchaser, lender, transfer agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust or a Series thereof shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or a Series thereof or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust or a Series thereof. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or a Series thereof or undertaking made or issued by the Trustees may recite that the same is executed or made by them not individually, but as Trustees under the Declaration, and that the obligations 13 of the Trust or a Series thereof under any such instrument are not binding upon any of the Trustees or Shareholders individually, but bind only the Trust Property or the Trust Property of the applicable Series, and may contain any further recital which they may deem appropriate, but the omission of such recital shall not operate to bind the Trustees individually. The Trustees shall at all times maintain insurance for the protection of the Trust Property or the Trust Property of the applicable Series, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable. Section 4.6. Reliance on Experts, Etc. Each Trustee, officer or employee of the Trust or a Series thereof shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust or a Series thereof, upon an opinion of counsel, or upon reports made to the Trust or a Series thereof by any of its officers or employees or by the Investment Adviser, the Administrator, the Distributor, Transfer Agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. ARTICLE V SHARES OF BENEFICIAL INTEREST Section 5.1. Beneficial Interest. The interest of the beneficiaries hereunder shall be divided into transferable Shares of beneficial interest without par value. The number of such Shares of beneficial interest authorized hereunder is unlimited. The Trustees shall have the exclusive authority without the requirement of Shareholder approval to establish and designate one or more Series of shares and one or more Classes thereof as the Trustees deem necessary or desirable. Each Share of any Series shall represent an equal proportionate Share in the assets of that Series with each other Share in that Series. Subject to the provisions of Section 5.11 hereof, the Trustees may also authorize the creation of additional Series of Shares (the proceeds of which may be invested in separate, independently managed portfolios) and additional Classes of Shares within any Series. All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split in Shares, shall be fully paid and nonassessable. Section 5.2. Rights of Shareholders. The ownership of the Trust Property of every description and the right to conduct any business hereinbefore described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine with respect to any Series or Class of Shares. 14 Section 5.3. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Section 5.4. Issuance of Shares. The Trustees in their discretion may, from time to time without a vote of the Shareholders, issue Shares, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times and on such terms as the Trustees may deem best, except that only Shares previously contracted to be sold may be issued during any period when the right of redemption is suspended pursuant to Section 6.9 hereof, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares of the Trust or, if the Shares be divided into Series or Classes, of any Series or any Class thereof of the Trust, into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust or in the Trust Property allocated or belonging to such Series or Class. Contributions to the Trust or Series thereof may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/1000ths of a Share or integral multiples thereof. Section 5.5. Register of Shares. A register shall be kept at the principal office of the Trust or an office of the Transfer Agent which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him as provided herein or in the By-laws, until he has given his address to the Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. Section 5.6. Transfer of Shares. Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Transfer Agent of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the register of Shares as the holder of such Shares upon production of the proper evidence thereof to 15 the Trustees or the Transfer Agent, but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law. Section 5.7. Notices. Any and all notices to which any Shareholder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to any Shareholder of record at his last known address as recorded on the register of the Trust. Section 5.8. Treasury Shares. Shares held in the treasury shall, until resold pursuant to Section 5.4, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. Section 5.9. Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Section 2.13; (ii) with respect to any investment advisory contract entered into pursuant to Section 3.2; (iii) with respect to termination of the Trust or a Series or Class thereof as provided in Section 8.2; (iv) with respect to any amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Section 8.5; (vii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders of either; (viii) with respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act, and related matters; and (ix) with respect to such additional matters relating to the Trust as may be required by this Declaration, the By-laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Series or any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the By-laws to be taken by Shareholders. The By-laws may include further provisions for Shareholders' votes and meetings and related matters. Section 5.10. Meetings of Shareholders. No annual or regular meetings of Shareholders are required. Special meetings of the Shareholders, including meetings involving only the holders of Shares of one or more but less than all Series or Classes thereof, may be called at any time by the Chairman of the Board, President, or any Vice-President of the Trust, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority of the Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the 16 total number of Outstanding Shares of the Trust entitled to vote at such meeting. Meetings of the Shareholders of any Series shall be called by the President or the Secretary at the written request of the holder or holders of ten percent (10%) or more of the total number of Outstanding Shares of such Series of the Trust entitled to vote at such meeting. Any such request shall state the purpose of the proposed meeting. Section 5.11. Series or Class Designation. (a) Without limiting the authority of the Trustees set forth in Section 5.1 to establish and designate any further Series or Classes, the Trustees hereby establish the following Series, each of which consists of two Classes of Shares: John Hancock Emerging Growth Fund and John Hancock Global Technology Fund (the "Existing Series"). (b) The Shares of the Existing Series and Class thereof herein established and designated and any Shares of any further Series and Classes thereof that may from time to time be established and designated by the Trustees shall be established and designated, and the variations in the relative rights and preferences as between the different Series shall be fixed and determined, by the Trustees (unless the Trustees otherwise determine with respect to further Series or Classes at the time of establishing and designating the same); provided, that all Shares shall be identical except that there may be variations so fixed and determined between different Series or Classes thereof as to investment objective, policies and restrictions, purchase price, payment obligations, distribution expenses, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, exchange rights, and conditions under which the several Series or Classes shall have separate voting rights, all of which are subject to the limitations set forth below. All references to Shares in this Declaration shall be deemed to be Shares of any or all Series or Classes as the context may require. (c) As to any Existing Series and Classes herein established and designated and any further division of Shares of the Trust into additional Series or Classes, the following provisions shall be applicable: (i) The number of authorized Shares and the number of Shares of each Series or Class thereof that may be issued shall be unlimited. The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or Class into one or more Series or one or more Classes that may be established and designated from time to time. The Trustees may hold as treasury shares (of the same or some other Series or Class), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any Series or Class reacquired by the Trust at their discretion from time to time. (ii) All consideration received by the Trust for the issue or sale of Shares of a particular Series or Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series and except as may otherwise be required by applicable tax laws, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated 17 from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. No holder of Shares of any Series shall have any claim on or right to any assets allocated or belonging to any other Series. (iii) The assets belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series or the appropriate Class or Classes thereof and all expenses, costs, charges and reserves attributable to that Series or Class or Classes thereof, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items are capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. The assets of a particular Series of the Trust shall under no circumstances be charged with liabilities attributable to any other Series or Class thereof of the Trust. All persons extending credit to, or contracting with or having any claim against a particular Series or Class of the Trust shall look only to the assets of that particular Series for payment of such credit, contract or claim. (iv) The power of the Trustees to pay dividends and make distributions shall be governed by Section 7.2 of this Declaration. With respect to any Series or Class, dividends and distributions on Shares of a particular Series or Class may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the holders of Shares of that Series or Class, from such of the income and capital gains, accrued or realized, from the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series or Class. All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the Shareholders of that Series or Class in proportion to the number of Shares of that Series or Class held by such Shareholders at the time of record established for the payment of such dividends or distribution. (v) Each Share of a Series of the Trust shall represent a beneficial interest in the net assets of such Series. Each holder of Shares of a Series or Class thereof shall be entitled to receive his pro rata share of distributions of income and capital gains made with respect to such Series or Class net of expenses. Upon redemption of his Shares or indemnification for liabilities incurred by reason of his being or having been a Shareholder of a Series or Class, such Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Upon liquidation or termination of a Series or Class thereof of the Trust, Shareholders of such Series or Class thereof shall be entitled to receive a pro rata share of the net assets of such Series. A Shareholder of a particular Series of the Trust shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. (vi) On each matter submitted to a vote of Shareholders, all Shares of all Series and Classes shall vote as a single class; provided, however, that (1) as to any matter with respect to which a separate vote of any Series or Class is required by the 1940 Act or is required by attributes applicable to any Series or Class or is required by any Rule 12b-1 plan, such 18 requirements as to a separate vote by that Series or Class shall apply, (2) to the extent that a matter referred to in clause (1) above, affects more than one Class or Series and the interests of each such Class or Series in the matter are identical, then, subject to clause (3) below, the Shares of all such affected Classes or Series shall vote as a single Class; (3) as to any matter which does not affect the interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote; and (4) the provisions of the following sentence shall apply. On any matter that pertains to any particular Class of a particular Series or to any Class expenses with respect to any Series which matter may be submitted to a vote of Shareholders, only Shares of the affected Class or that Series, as the case may be, shall be entitled to vote except that: (i) to the extent said matter affects Shares of another Class or Series, such other Shares shall also be entitled to vote, and in such cases Shares of the affected Class, as the case may be, of such Series shall be voted in the aggregate together with such other Shares; and (ii) to the extent that said matter does not affect Shares of a particular Class of such Series, said Shares shall not be entitled to vote (except where otherwise required by law or permitted by the Trustees acting in their sole discretion) even though the matter is submitted to a vote of the Shareholders of any other Class or Series. (vii) Except as otherwise provided in this Article V, the Trustees shall have the power to determine the designations, preferences, privileges, payment obligations, limitations and rights, including voting and dividend rights, of each Class and Series of Shares. Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to convert or exchange said Shares into Shares of one or more Series or Classes of Shares in accordance with such requirements, conditions and procedures as may be established by the Trustees. (viii) The establishment and designation of any Series or Classes of Shares shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such Series or Classes, or as otherwise provided in such instrument. At any time that there are no Shares outstanding of any particular Series or Class previously established and designated, the Trustees may by an instrument executed by a majority of their number abolish that Series or Class and the establishment and designation thereof. Each instrument referred to in this section shall have the status of an amendment to this Declaration. Section 5.12. Assent to Declaration of Trust. Every Shareholder, by virtue of having become a Shareholder, shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. ARTICLE VI REDEMPTION AND REPURCHASE OF SHARES Section 6.1. Redemption of Shares. (a) All Shares of the Trust shall be redeemable, at the redemption price determined in the manner set out in this Declaration. Redeemed or repurchased Shares may be resold by the Trust. The Trust may require any Shareholder to pay a sales charge to the Trust, the underwriter, or any other person designated by the Trustees upon redemption or repurchase of Shares in such amount and upon such conditions as shall be determined from time to time by the Trustees. 19 (b) The Trust shall redeem the Shares of the Trust or any Series or Class thereof at the price determined as hereinafter set forth, upon the appropriately verified written application of the record holder thereof (or upon such other form of request as the Trustees may determine) at such office or agency as may be designated from time to time for that purpose by the Trustees. The Trustees may from time to time specify additional conditions, not inconsistent with the 1940 Act, regarding the redemption of Shares in the Trust's then effective Prospectus. Section 6.2. Price. Shares shall be redeemed at a price based on their net asset value determined as set forth in Section 7.1 hereof as of such time as the Trustees shall have theretofore prescribed by resolution. In the absence of such resolution, the redemption price of Shares deposited shall be based on the net asset value of such Shares next determined as set forth in Section 7.1 hereof after receipt of such application. The amount of any contingent deferred sales charge or redemption fee payable upon redemption of Shares may be deducted from the proceeds of such redemption. Section 6.3. Payment. Payment of the redemption price of Shares of the Trust or any Series or Class thereof shall be made in cash or in property to the Shareholder at such time and in the manner, not inconsistent with the 1940 Act or other applicable laws, as may be specified from time to time in the Trust's then effective Prospectus(es), subject to the provisions of Section 6.4 hereof. Notwithstanding the foregoing, the Trustees may withhold from such redemption proceeds any amount arising (i) from a liability of the redeeming Shareholder to the Trust or (ii) in connection with any Federal or state tax withholding requirements. Section 6.4. Effect of Suspension of Determination of Net Asset Value. If, pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the determination of net asset value with respect to Shares of the Trust or of any Series or Class thereof, the rights of Shareholders (including those who shall have applied for redemption pursuant to Section 6.1 hereof but who shall not yet have received payment) to have Shares redeemed and paid for by the Trust or a Series or Class thereof shall be suspended until the termination of such suspension is declared. Any record holder who shall have his redemption right so suspended may, during the period of such suspension, by appropriate written notice of revocation at the office or agency where application was made, revoke any application for redemption not honored and withdraw any Share certificates on deposit. The redemption price of Shares for which redemption applications have not been revoked shall be based on the net asset value of such Shares next determined as set forth in Section 7.1 after the termination of such suspension, and payment shall be made within seven (7) days after the date upon which the application was made plus the period after such application during which the determination of net asset value was suspended. Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the net asset value per share determined as of the time when the purchase or contract of purchase is made or the net asset value as of any time which may be later determined pursuant to Section 7.1 hereof, provided payment is not made for the Shares prior to the time as of which such net asset value is determined. 20 Section 6.6. Redemption of Shareholder's Interest. The Trustees, in their sole discretion, may cause the Trust to redeem all of the Shares of one or more Series or Class thereof held by any Shareholder if the value of such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees. Section 6.7. Redemption of Shares in Order to Qualify as Regulated Investment Company; Disclosure of Holding. (a) If the Trustees shall, at any time and in good faith, be of the opinion that direct or indirect ownership of Shares or other securities of the Trust has or may become concentrated in any Person to an extent which would disqualify the Trust or any Series of the Trust as a regulated investment company under the Internal Revenue Code of 1986, then the Trustees shall have the power by lot or other means deemed equitable by them (i) to call for redemption by any such Person a number, or principal amount, of Shares or other securities of the Trust or any Series of the Trust sufficient to maintain or bring the direct or indirect ownership of Shares or other securities of the Trust or any Series of the Trust into conformity with the requirements for such qualification and (ii) to refuse to transfer or issue Shares or other securities of the Trust or any Series of the Trust to any Person whose acquisition of the Shares or other securities of the Trust or any Series of the Trust in question would result in such disqualification. The redemption shall be effected at the redemption price and in the manner provided in Section 6.1. (b) The holders of Shares or other securities of the Trust or any Series of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust or any Series of the Trust as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended, or to comply with the requirements of any other taxing authority. Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net Asset Value Formula. The Trust may also reduce the number of outstanding Shares of the Trust or of any Series of the Trust pursuant to the provisions of Section 7.3. Section 6.9. Suspension of Right of Redemption. The Trust may declare a suspension of the right of redemption or postpone the date of payment or redemption for the whole or any part of any period (i) during which the New York Stock Exchange is closed other than customary weekend and holiday closings, (ii) during which trading on the New York Stock Exchange is restricted, (iii) during which an emergency exists as a result of which disposal by the Trust or a Series thereof of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust or a Series thereof fairly to determine the value of its net assets, or (iv) during any other period when the Commission may for the protection of Shareholders of the Trust by order permit suspension of the right of redemption or postponement of the date of payment or redemption; provided that applicable rules and regulations of the Commission shall govern as to whether the conditions prescribed in clauses (ii), (iii), or (iv) exist. Such suspension shall take effect at such time as the Trust shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trust shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which said stock exchange shall have reopened or the period specified in (ii) or (iii) shall have expired (as to which 21 in the absence of an official ruling by the Commission, the determination of the Trust shall be conclusive). In the case of a suspension of the right of redemption, a Shareholder may either withdraw his request for redemption or receive payment based on the net asset value existing after the termination of the suspension. ARTICLE VII DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS Section 7.1. Net Asset Value. The net asset value of each outstanding Share of the Trust or of each Series or Class thereof shall be determined on such days and at such time or times as the Trustees may determine. The value of the assets of the Trust or any Series thereof may be determined (i) by a pricing service which utilizes electronic pricing techniques based on general institutional trading, (ii) by appraisal of the securities owned by the Trust or any Series of the Trust, (iii) in certain cases, at amortized cost, or (iv) by such other method as shall be deemed to reflect the fair value thereof, determined in good faith by or under the direction of the Trustees. From the total value of said assets, there shall be deducted all indebtedness, interest, taxes, payable or accrued, including estimated taxes on unrealized book profits, expenses and management charges accrued to the appraisal date, net income determined and declared as a distribution and all other items in the nature of liabilities which shall be deemed appropriate, as incurred by or allocated to the Trust or any Series or Class of the Trust. The resulting amount which shall represent the total net assets of the Trust or Series or Class thereof shall be divided by the number of Shares of the Trust or Series or Class thereof outstanding at the time and the quotient so obtained shall be deemed to be the net asset value of the Shares of the Trust or Series or Class thereof. The net asset value of the Shares shall be determined at least once on each business day, as of the close of regular trading on the New York Stock Exchange or as of such other time or times as the Trustees shall determine. The power and duty to make the daily calculations may be delegated by the Trustees to the Investment Adviser, the Administrator, the Custodian, the Transfer Agent or such other Person as the Trustees by resolution may determine. The Trustees may suspend the daily determination of net asset value to the extent permitted by the 1940 Act. It shall not be a violation of any provision of this Declaration if Shares are sold, redeemed or repurchased by the Trust at a price other than one based on net asset value if the net asset value is affected by one or more errors inadvertently made in the pricing of portfolio securities or in accruing income, expenses or liabilities. Section 7.2. Distributions to Shareholders. (a) The Trustees shall from time to time distribute ratably among the Shareholders of the Trust or of a Series or Class thereof such proportion of the net profits, surplus (including paid-in surplus), capital, or assets of the Trust or such Series held by the Trustees as they may deem proper. Such distributions may be made in cash or property (including without limitation any type of obligations of the Trust or Series or Class or any assets thereof), and the Trustees may distribute ratably among the Shareholders of the Trust or Series or Class thereof additional Shares of the Trust or Series or Class thereof issuable hereunder in such manner, at such times, and on such terms as the Trustees may deem proper. Such distributions may be among the Shareholders of the Trust or Series or Class thereof at the time of declaring a distribution or among the Shareholders of the Trust or Series or Class thereof at such other date or time or dates or times as the Trustees shall determine. The Trustees may in their discretion determine that, solely for the purposes of such distributions, Outstanding 22 Shares shall exclude Shares for which orders have been placed subsequent to a specified time on the date the distribution is declared or on the next preceding day if the distribution is declared as of a day on which Boston banks are not open for business, all as described in the then effective Prospectus under the Securities Act of 1933. The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or a Series or Class thereof or to meet obligations of the Trust or a Series or Class thereof, or as they may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate. The Trustees may in their discretion determine that an account administration fee or other similar charge may be deducted directly from the income and other distributions paid on Shares to a Shareholder's account in each Series or Class. (b) Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust or a Series or Class thereof to avoid or reduce liability for taxes. Section 7.3. Determination of Net Income; Constant Net Asset Value; Reduction of Outstanding Shares. Subject to Section 5.11 hereof, the net income of the Series and Classes thereof of the Trust shall be determined in such manner as the Trustees shall provide by resolution. Expenses of the Trust or of a Series or Class thereof, including the advisory or management fee, shall be accrued each day. Each Class shall bear only expenses relating to its Shares and an allocable share of Series expenses in accordance with such policies as may be established by the Trustees from time to time and as are not inconsistent with the provisions of this Declaration or of any applicable document filed by the Trust with the Commission or of the Internal Revenue Code of 1986, as amended. Such net income may be determined by or under the direction of the Trustees as of the close of regular trading on the New York Stock Exchange on each day on which such market is open or as of such other time or times as the Trustees shall determine, and, except as provided herein, all the net income of any Series or Class, as so determined, may be declared as a dividend on the Outstanding Shares of such Series or Class. If, for any reason, the net income of any Series or Class determined at any time is a negative amount, or for any other reason, the Trustees shall have the power with respect to such Series or Class (i) to offset each Shareholder's pro rata share of such negative amount from the accrued dividend account of such Shareholder, or (ii) to reduce the number of Outstanding Shares of such Series or Class by reducing the number of Shares in the account of such Shareholder by that number of full and fractional Shares which represents the amount of such excess negative net income, or (iii) to cause to be recorded on the books of the Trust an asset account in the amount of such negative net income, which account may be reduced by the amount, provided that the same shall thereupon become the property of the Trust with respect to such Series or Class and shall not be paid to any Shareholder, of dividends declared thereafter upon the Outstanding Shares of such Series or Class on the day such negative net income is experienced, until such asset account is reduced to zero. The Trustees shall have full discretion to determine whether any cash or property received shall be treated as income or as principal and whether any item of expense shall be charged to the income or the principal account, and their determination made in good faith shall be conclusive upon the Shareholders. In the case of stock dividends received, the Trustees shall have full discretion to determine, in the light of the particular circumstances, how much if any of the value thereof shall be treated as income, the balance, if any, to be treated as principal. 23 Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any of the foregoing provisions of this Article VII, but subject to Section 5.11 hereof, the Trustees may prescribe, in their absolute discretion, such other bases and times for determining the per Share net asset value of the Shares of the Trust or a Series or Class thereof or net income of the Trust or a Series or Class thereof, or the declaration and payment of dividends and distributions as they may deem necessary or desirable. Without limiting the generality of the foregoing, the Trustees may establish several Series or Classes of Shares in accordance with Section 5.11, and declare dividends thereon in accordance with Section 5.11(d)(iv). ARTICLE VIII DURATION; TERMINATION OF TRUST OR A SERIES OR CLASS; AMENDMENT; MERGERS, ETC. Section 8.1. Duration. The Trust shall continue without limitation of time but subject to the provisions of this Article VIII. Section 8.2. Termination of the Trust or a Series or a Class. The Trust or any Series or Class thereof may be terminated by (i) the affirmative vote of the holders of not less than two-thirds of the Outstanding Shares entitled to vote and present in person or by proxy at any meeting of Shareholders of the Trust or the appropriate Series or Class thereof, (ii) by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the Outstanding Shares of the Trust or a Series or Class thereof; provided, however, that, if such termination as described in clauses (i) and (ii) is recommended by the Trustees, the vote or written consent of the holders of a majority of the Outstanding Shares of the Trust or a Series or Class thereof entitled to vote shall be sufficient authorization, or (iii) notice to Shareholders by means of an instrument in writing signed by a majority of the Trustees, stating that a majority of the Trustees has determined that the continuation of the Trust or a Series or a Class thereof is not in the best interest of such Series or a Class, the Trust or their respective shareholders as a result of factors or events adversely affecting the ability of such Series or a Class or the Trust to conduct its business and operations in an economically viable manner. Such factors and events may include (but are not limited to) the inability of a Series or Class or the Trust to maintain its assets at an appropriate size, changes in laws or regulations governing the Series or Class or the Trust or affecting assets of the type in which such Series or Class or the Trust invests or economic developments or trends having a significant adverse impact on the business or operations of such Series or Class or the Trust. Upon the termination of the Trust or the Series or Class, (i) The Trust, Series or Class shall carry on no business except for the purpose of winding up its affairs. (ii) The Trustees shall proceed to wind up the affairs of the Trust, Series or Class and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust, Series or Class shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, Series or Class, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property or Trust Property allocated or belonging to such Series or Class to one or more persons at public or private sale for consideration which may consist in whole or in 24 part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all the Trust Property or Trust Property allocated or belonging to such Series or Class that requires Shareholder approval in accordance with Section 8.4 hereof shall receive the approval so required. (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property or the remaining property of the terminated Series or Class, in cash or in kind or partly each, among the Shareholders of the Trust or the Series or Class according to their respective rights. (b) After termination of the Trust, Series or Class and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust and file with the Office of the Secretary of The Commonwealth of Massachusetts an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties with respect to the Trust or the terminated Series or Class, and the rights and interests of all Shareholders of the Trust or the terminated Series or Class shall thereupon cease. Section 8.3. Amendment Procedure. (a) This Declaration may be amended by a vote of the holders of a majority of the Shares outstanding and entitled to vote or by any instrument in writing, without a meeting, signed by a majority of the Trustees and consented to by the holders of a majority of the Shares outstanding and entitled to vote. (b) This Declaration may be amended by a vote of a majority of Trustees, without approval or consent of the Shareholders, except that no amendment can be made by the Trustees to impair any voting or other rights of shareholders prescribed by Federal or state law. Without limiting the foregoing, the Trustees may amend this Declaration without the approval or consent of Shareholders (i) to change the name of the Trust or any Series, (ii) to add to their duties or obligations or surrender any rights or powers granted to them herein; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Declaration which will not be inconsistent with the provisions of this Declaration; and (iv) to eliminate or modify any provision of this Declaration which (a) incorporates, memorializes or sets forth an existing requirement imposed by or under any Federal or state statute or any rule, regulation or interpretation thereof or thereunder or (b) any rule, regulation, interpretation or guideline of any Federal or state agency, now or hereafter in effect, including without limitation, requirements set forth in the 1940 Act and the rules and regulations thereunder (and interpretations thereof), to the extent any change in applicable law liberalizes, eliminates or modifies any such requirements, but the Trustees shall not be liable for failure to do so. (c) The Trustees may also amend this Declaration without the approval or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable Federal or state laws or regulations or the requirements of the regulated investment 25 company provisions of the Internal Revenue Code of 1986, as amended, or if requested or required to do so by any Federal agency or by a state Blue Sky commissioner or similar official, but the Trustees shall not be liable for failing so to do. (d) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (e) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees or by the Shareholders as aforesaid or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or any Series may merge or consolidate into any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or Trust Property allocated or belonging to such Series, including its good will, upon such terms and conditions and for such consideration when and as authorized at any meeting of Shareholders called for the purpose by the affirmative vote of the holders of two-thirds of the Shares of the Trust or such Series outstanding and entitled to vote and present in person or by proxy at a meeting of Shareholders, or by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the Shares of the Trust or such Series; provided, however, that, if such merger, consolidation, sale, lease or exchange is recommended by the Trustees, the vote or written consent of the holders of a majority of the Outstanding Shares of the Trust or such Series entitled to vote shall be sufficient authorization; and any such merger, consolidation, sale, lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to Massachusetts law. Section 8.5. Incorporation. The Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association or other organization to take over all or any portion of the Trust Property or the Trust Property allocated or belonging to such Series or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer all or any portion of the Trust Property or the Trust Property allocated or belonging to such Series to any such corporation, trust, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, association or organization, or any corporation, partnership, trust, association or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring all or a portion of the Trust Property to such organization or entities. 26 ARTICLE IX REPORTS TO SHAREHOLDERS The Trustees shall at least semi-annually submit to the Shareholders of each Series a written financial report of the transactions of the Trust and Series thereof, including financial statements which shall at least annually be certified by independent public accountants. ARTICLE X MISCELLANEOUS Section 10.1. Execution and Filing. This Declaration and any amendment hereto shall be filed in the office of the Secretary of The Commonwealth of Massachusetts and in such other places as may be required under the laws of Massachusetts and may also be filed or recorded in such other places as the Trustees deem appropriate. Each amendment so filed shall be accompanied by a certificate signed and acknowledged by a Trustee stating that such action was duly taken in a manner provided herein, and unless such amendment or such certificate sets forth some later time for the effectiveness of such amendment, such amendment shall be effective upon its execution. A restated Declaration, integrating into a single instrument all of the provisions of the Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and filed with the Secretary of The Commonwealth of Massachusetts. A restated Declaration shall, upon execution, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration and the various amendments thereto. Section 10.2. Governing Law. This Declaration is executed by the Trustees and delivered in The Commonwealth of Massachusetts and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of said Commonwealth. Section 10.3. Counterparts. This Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. Section 10.4. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust appears to be a Trustee hereunder, certifying (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Declaration, (e) the form of any By-laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors. 27 Section 10.5. Provisions in Conflict with Law or Regulations. (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code of 1986 or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction. IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 10th of September, 1996. /s/Edward J. Boudreau, Jr. Edward J. Boudreau, Jr. as Trustee and not individually, 34 Swan Road Winchester, Massachusetts 01890 /s/James F. Carlin James F. Carlin as Trustee and not individually, 619 Washington Street Wellesley, Massachusetts 02181 /s/William H. Cunningham William H. Cunningham as Trustee and not individually, 1909 Hill Oaks Court Austin, Texas 78703 /s/ Charles F. Fretz Charles F. Fretz as Trustee and not individually, Clothier Springs Road Malvern, Pennsylvania 19355 28 /s/ Harold R. Hiser, Jr. Harold R. Hiser, Jr. as Trustee and not individually, 123 Highland Avenue Short Hill, New Jersey 07078 /s/ Anne C. Hodsdon Anne C. Hodsdon as Trustee and not individually, 135 Woodland Road Hampton, New Hampshire 03842 /s/ Charles L. Ladner Charles L. Ladner as Trustee and not individually, 182 Beaumont Road Devon, Pennsylvania 19333 /s/Leo E. Linbeck, Jr. Leo E. Linbeck, Jr. as Trustee and not individually, 3404 Chevy Chase Houston, Texas 77027 /s/ Patricia P. McCarter Patricia P. McCarter as Trustee and not individually, 1230 Brentford Road Malvern, Pennsylvania 19355 /s/Steven R. Pruchansky Steven R. Pruchansky as Trustee and not individually, 6920 Daniels Road Naples, Florida 33999 29 /s/ Richard S. Scipione Richard S. Scipione as Trustee and not individually, 4 Sentinel Road Hingham, Massachusetts 02043 /s/ Norman H. Smith Norman H. Smith as Trustee and not individually, 243 Mount Oriole Lane Linden, Virginia 22642 /s/ John P. Toolan John P. Toolan as Trustee and not individually, 13 Chadwell Place Morristown, New Jersey 07960 30 THE COMMONWEALTH OF MASSACHUSETTS SUFFOLK COUNTY, MASSACHUSETTS September 10, 1996 Then personally appeared the above-named persons, Edward J. Boudreau, Jr., James F. Carlin, William H. Cunningham, Charles F. Fretz, Harold R. Hiser, Jr., Anne C. Hodsdon, Charles L. Ladner, Leo E. Linbeck, Jr., Patricia P. McCarter, Steven R. Pruchansky, Richard S. Scipione, Norman H. Smith, and John P. Toolan, who acknowledged the foregoing instrument to be his free act and deed. Before me, /s/ AnnMarie White -------------------------- Notary Public My commission expires: 10/20/00 31 EX-99.B2 3 BY-LAWS AMENDED AND RESTATED BY-LAWS OF JOHN HANCOCK SERIES TRUST NOVEMBER 19, 1996
Table of Contents Page ARTICLE I -- Definitions .........................................................................1 ARTICLE II -- Offices .........................................................................1 Section 2.1 Principal Office.........................................................1 Section 2.2 Other Offices............................................................1 ARTICLE III -- Shareholders .........................................................................1 Section 3.1 Meetings.................................................................1 Section 3.2 Notice of Meetings.......................................................1 Section 3.3 Record Date for Meetings and Other Purposes..............................1 Section 3.4 Proxies..................................................................2 Section 3.5 Abstentions and Broker Non-Votes.........................................2 Section 3.6 Inspection of Records....................................................2 Section 3.7 Action without Meeting...................................................3 ARTICLE IV -- Trustees .........................................................................3 Section 4.1 Meetings of the Trustees.................................................3 Section 4.2 Quorum and Manner of Acting..............................................3 ARTICLE V -- Committees .........................................................................4 Section 5.1 Executive and Other Committees...........................................4 Section 5.2 Meetings, Quorum and Manner of Acting....................................4 ARTICLE VI -- Officers .........................................................................4 Section 6.1 General Provisions.......................................................4 Section 6.2 Election, Term of Office and Qualifications..............................5 Section 6.3 Removal..................................................................5 Section 6.4 Powers and Duties of the Chairman........................................5 Section 6.5 Powers and Duties of the Vice Chairman...................................5 Section 6.6 Powers and Duties of the President.......................................5 Section 6.7 Powers and Duties of Vice Presidents.....................................5 Section 6.8 Powers and Duties of the Treasurer.......................................6 Section 6.9 Powers and Duties of the Secretary.......................................6 i Section 6.10 Powers and Duties of Assistant Officers..................................6 Section 6.11 Powers and Duties of Assistant Secretaries...............................6 Section 6.12 Compensation of Officers and Trustees and Members of the Advisory Board........................................6 ARTICLE VII -- Fiscal Year .........................................................................7 ARTICLE VIII -- Seal .........................................................................7 ARTICLE IX -- Sufficiency and Waivers of Notice.............................................................7 ARTICLE X -- Amendments .........................................................................7
ii ARTICLE I DEFINITIONS All capitalized terms have the respective meanings given them in the Declaration of Trust of John Hancock Series Trust dated September 10, 1996, as amended or restated from time to time. ARTICLE II OFFICES Section 2.1. Principal Office. Until changed by the Trustees, the principal office of the Trust shall be in Boston, Massachusetts. Section 2.2. Other Offices. The Trust may have offices in such other places without as well as within The Commonwealth of Massachusetts as the Trustees may from time to time determine. ARTICLE III SHAREHOLDERS Section 3.1. Meetings. Meetings of the Shareholders of the Trust or a Series or Class thereof shall be held as provided in the Declaration of Trust at such place within or without The Commonwealth of Massachusetts as the Trustees shall designate. The holders of a majority the Outstanding Shares of the Trust or a Series or Class thereof present in person or by proxy and entitled to vote shall constitute a quorum at any meeting of the Shareholders of the Trust or a Series or Class thereof. Section 3.2. Notice of Meetings. Notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees by mail or telegraphic means to each Shareholder at his address as recorded on the register of the Trust mailed at least seven (7) days before the meeting, provided, however, that notice of a meeting need not be given to a Shareholder to whom such notice need not be given under the proxy rules of the Commission under the 1940 Act and the Securities Exchange Act of 1934, as amended. Any adjourned meeting may be held as adjourned without further notice. No notice need be given to any Shareholder who shall have failed to inform the Trust of his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized, is filed with the records of the meeting. Section 3.3. Record Date for Meetings and Other Purposes. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding sixty (60) days, as the Trustees may determine; or without 1 closing the transfer books the Trustees may fix a date not more than ninety (90) days prior to the date of any meeting of Shareholders or distribution or other action as a record date for the determination of the persons to be treated as Shareholders of record for such purposes, except for dividend payments which shall be governed by the Declaration of Trust. Section 3.4. Proxies. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting or telegraphic transmission) by the shareholder or the shareholder's attorney-in-fact. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. Each whole share shall be entitled to one vote as to any matter on which it is entitled by the Declaration of Trust to vote and fractional shares shall be entitled to a proportionate fractional vote. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy, including a photographic or similar reproduction thereof and a telegram, cablegram, wireless or similar transmission thereof, purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. Section 3.5. Abstentions and Broker Non-Votes. Outstanding Shares represented in person or by proxy (including Shares which abstain or do not vote with respect to one or more of any proposals presented for Shareholder approval) will be counted for purposes of determining whether a quorum is present at a meeting. Abstentions will be treated as Shares that are present and entitled to vote for purposes of determining the number of Shares that are present and entitled to vote with respect to any particular proposal, but will not be counted as a vote in favor of such proposal. If a broker or nominee holding Shares in "street name" indicates on the proxy that it does not have discretionary authority to vote as to a particular proposal, those Shares will not be considered as present and entitled to vote with respect to such proposal. Section 3.6. Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation. 2 Section 3.7. Action without Meeting. For as long as there are under one hundred fifry (150) shareholders, any action which may be taken by Shareholders may be taken without a meeting if a majority of Outstanding Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration of Trust, or the By-laws) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders. ARTICLE IV TRUSTEES Section 4.1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the President, the Chairman or by any one of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be given by telephone, cable, wireless, facsimilie or electronic means to each Trustee at his business address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. The Trustees may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall be deemed to have been held at a place designated by the Trustees at the meeting. Participation in a telephone conference meeting shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a majority of the Trustees consent to the action in writing and the written consents are filed with the records of the Trustees' meetings. Such consents shall be treated as a vote for all purposes. Section 4.2. Quorum and Manner of Acting. A majority of the Trustees shall be present in person at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Declaration of Trust or these By-laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given. 3 ARTICLE V COMMITTEES Section 5.1. Executive and Other Committees. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two (2) members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may, from time to time, delegate to them except those powers which by law, the Declaration of Trust or these By-laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman. Section 5.2. Meetings, Quorum and Manner of Acting. The Trustees may (1) provide for stated meetings of any Committee, (2) specify the manner of calling and notice required for special meetings of any Committee, (3) specify the number of members of a Committee required to constitute a quorum and the number of members of a Committee required to exercise specified powers delegated to such Committee, (4) authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting, and (5) authorize the members of a Committee to meet by means of a telephone conference circuit. The Executive Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in a book designated for that purpose and kept in the office of the Trust. ARTICLE VI OFFICERS Section 6.1. General Provisions. The officers of the Trust shall be a Chairman, a President, a Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees may elect or appoint such other officers or agents as the business of the Trust may require, including one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents. 4 Section 6.2. Election, Term of Office and Qualifications. The officers of the Trust and any Series thereof (except those appointed pursuant to Section 6.10) shall be elected by the Trustees. Except as provided in Sections 6.3 and 6.4 of this Article VI, each officer elected by the Trustees shall hold office at the pleasure of the Trustees. Any two or more offices may be held by the same person. The Chairman of the Board shall be selected from among the Trustees and may hold such office only so long as he/she continue to be a Trustee. Any Trustee or officer may be but need not be a Shareholder of the Trust. Section 6.3. Removal. The Trustees, at any regular or special meeting of the Trustees, may remove any officer with or without cause, by a vote of a majority of the Trustees then in office. Any officer or agent appointed by an officer or committee may be removed with or without cause by such appointing officer or committee. Section 6.4. Powers and Duties of the Chairman. The Chairman shall preside at the meetings of the Shareholders and of the Trustees. He may call meetings of the Trustees and of any committee thereof whenever he deems it necessary. He shall be the Chief Executive Officer of the Trust and shall have, with the President, general supervision over the business and policies of the Trust. Section 6.5. Powers and Duties of the Vice Chairman. The Trustees may, but need not, appoint one or more Vice Chairman of the Trust. A Vice Chairman shall be an executive officer of the Trust and shall have the powers and duties of a Vice President of the Trust as provided in Section 7 of this Article VI. The Vice Chairman shall perform such duties as may be assigned to him or her from time to time by the Trustees or the Chairman. Section 6.6. Powers and Duties of the President. The President shall preside at all meetings of the Shareholders in the absence of the Chairman. Subject to the control of the Trustees and to the control of any Committees of the Trustees, within their respective spheres as provided by the Trustees, he shall at all times exercise general supervision over the business and policies of the Trust. He shall have the power to employ attorneys and counsel for the Trust or any Series or Class thereof and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust or any Series or Class thereof. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust or any Series thereof. The President shall have such other powers and duties, as from time to time may be conferred upon or assigned to him by the Trustees. Section 6.7. Powers and Duties of Vice Presidents. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees, shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him from time to time by the Trustees and the President. 5 Section 6.8. Powers and Duties of the Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He shall deliver all funds of the Trust or any Series or Class thereof which may come into his hands to such Custodian as the Trustees may employ. He shall render a statement of condition of the finances of the Trust or any Series or Class thereof to the Trustees as often as they shall require the same and he shall in general perform all the duties incident to the office of a Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require. Section 6.9. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Trustees and of the Shareholders in proper books provided for that purpose; he shall have custody of the seal of the Trust; he shall have charge of the Share transfer books, lists and records unless the same are in the charge of a transfer agent. He shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-laws and as required by law; and subject to these By-laws, he shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees. Section 6.10. Powers and Duties of Assistant Officers. In the absence or disability of the Treasurer, any officer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each officer shall perform such other duties as from time to time may be assigned to him by the Trustees. Each officer performing the duties and exercising the powers of the Treasurer, if any, and any Assistant Treasurer, shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require. Section 6.11. Powers and Duties of Assistant Secretaries. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Secretary. Each Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the Trustees. Section 6.12. Compensation of Officers and Trustees and Members of the Advisory Board. Subject to any applicable provisions of the Declaration of Trust, the compensation of the officers and Trustees and members of an advisory board shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he is also a Trustee. 6 ARTICLE VII FISCAL YEAR The fiscal year of the Trust and any Series thereof shall be established by resolution of the Trustees. ARTICLE VIII SEAL The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe but the absence of a seal shall not impair the validity or execution of any document. ARTICLE IX SUFFICIENCY AND WAIVERS OF NOTICE Whenever any notice whatever is required to be given by law, the Declaration of Trust or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been sent by mail, telegraph, cable, wireless, facsimilie or electronic means for the purposes of these By-laws when it has been delivered to a representative of any entity holding itself out as capable of sending notice by such means with instructions that it be so sent. ARTICLE X AMENDMENTS These By-laws, or any of them, may be altered, amended or repealed, or new By-laws may be adopted by a vote of a majority of the Trustees, provided, however, that no By-law may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires, pursuant to federal or state law, the Declaration of Trust or these By-laws, a vote of the Shareholders. END OF BY-LAWS 7 EX-99.B5 4 INVESTMENT MANAGEMENT CONTRACT JOHN HANCOCK EMERGING GROWTH FUND (a series of John Hancock Series Trust) 101 Huntington Avenue Boston, Massachusetts 02199 December 2, 1996 John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Investment Management Contract ------------------------------ Ladies and Gentlemen: John Hancock Series Trust (the "Trust"), of which John Hancock Emerging Growth Fund (the "Fund") is a series, has been organized as a business trust under the laws of The Commonwealth of Massachusetts to engage in the business of an investment company. The Trust's shares of beneficial interest, no par value, may be divided into series, each series representing the entire undivided interest in a separate portfolio of assets. This Agreement relates solely to the Fund. The Board of Trustees of the Trust (the "Trustees") has selected John Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice and management for the Fund, and to provide certain other services, as more fully set forth below, and the Adviser is willing to provide such advice, management and services under the terms and conditions hereinafter set forth. Accordingly, the Adviser and the Trust, on behalf of the Fund, agree as follows: 1. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies, properly certified or otherwise authenticated, of each of the following: (a) Declaration of Trust dated September 10, 1996, as amended from time to time (the "Declaration of Trust"); (b) By-Laws of the Trust as in effect on the date hereof; (c) Resolutions of the Trustees selecting the Adviser as investment adviser for the Fund and approving the form of this Agreement; (d) Commitments, limitations and undertakings made by the Fund to state securities or "blue sky" authorities for the purpose of qualifying shares of the Fund for sale in such states; and (e) The Trust's Code of Ethics. The Trust will furnish to the Adviser from time to time copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. 2. INVESTMENT AND MANAGEMENT SERVICES. The Adviser will use its best efforts to provide to the Fund continuing and suitable investment programs with respect to investments, consistent with the investment objectives, policies and restrictions of the Fund. In the performance of the Adviser's duties hereunder, subject always (x) to the provisions contained in the documents delivered to the Adviser pursuant to Section 1, as each of the same may from time to time be amended or supplemented, and (y) to the limitations set forth in the Fund's then-current Prospectus and Statement of Additional Information included in the registration statement of the Trust as in effect from time to time under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the "1940 Act"), the Adviser will, at its own expense: (a) furnish the Fund with advice and recommendations, consistent with the investment objectives, policies and restrictions of the Fund, with respect to the purchase, holding and disposition of portfolio securities, alone or in consultation with any subadviser or subadvisers appointed pursuant to this Agreement and subject to the provisions of any sub-investment management contract respecting the responsibilities of such subadviser or subadvisers; (b) advise the Fund in connection with policy decisions to be made by the Trustees or any committee thereof with respect to the Fund's investments and, as requested, furnish the Fund with research, economic and statistical data in connection with the Fund's investments and investment policies; (c) provide administration of the day-to-day investment operations of the Fund; (d) submit such reports relating to the valuation of the Fund's securities as the Trustees may reasonably request; (e) assist the Fund in any negotiations relating to the Fund's investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors; (f) consistent with the provisions of Section 7 of this Agreement, place orders for the purchase, sale or exchange of portfolio securities with brokers or dealers selected by the Adviser, PROVIDED that in connection with the placing of such orders and the selection of such brokers or dealers the Adviser shall seek to obtain execution and pricing within the policy guidelines determined by the Trustees and set forth in the Prospectus and Statement of Additional Information of the Fund as in effect from time to time; (g) provide office space and office equipment and supplies, the use of accounting equipment when required, and necessary executive, clerical and secretarial personnel for the administration of the affairs of the Fund; 2 (h) from time to time or at any time requested by the Trustees, make reports to the Fund of the Adviser's performance of the foregoing services and furnish advice and recommendations with respect to other aspects of the business and affairs of the Fund; (i) maintain all books and records with respect to the Fund's securities transactions required by the 1940 Act, including subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 thereunder (other than those records being maintained by the Fund's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act (the Adviser agrees that such records are the property of the Fund and will be surrendered to the Fund promptly upon request therefor); (j) obtain and evaluate such information relating to economies, industries, businesses, securities markets and securities as the Adviser may deem necessary or useful in the discharge of the Adviser's duties hereunder; (k) oversee, and use the Adviser's best efforts to assure the performance of the activities and services of the custodian, transfer agent or other similar agents retained by the Fund; (l) give instructions to the Fund's custodian as to deliveries of securities to and from such custodian and transfer of payment of cash for the account of the Fund; and (m) appoint and employ one or more sub-advisors satisfactory to the Fund under sub-investment management agreements. 3. EXPENSES PAID BY THE ADVISER. The Adviser will pay: (a) the compensation and expenses of all officers and employees of the Trust; (b) the expenses of office rent, telephone and other utilities, office furniture, equipment, supplies and other expenses of the Fund; and (c) any other expenses incurred by the Adviser in connection with the performance of its duties hereunder. 4. EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust or the Fund prior to the effective date of this Agreement; 3 (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust and the Fund (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Fund other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of its employees rendering such services to the Fund); (e) the fees and disbursements of custodians and depositories of the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Fund's assets and payable by the Fund; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Fund; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Fund; and (j) insurance premiums on fidelity, errors and omissions and other coverages. 5. COMPENSATION OF THE ADVISER. For all services to be rendered, facilities furnished and expenses paid or assumed by the Adviser as herein provided, the Adviser shall be entitled to a fee, paid monthly in arrears, at an annual rate equal to 0.75% of the average daily net asset value of the Fund. The "average daily net assets" of the Fund shall be determined on the basis set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the regulations promulgated thereunder. The Adviser will receive a pro rata portion of such monthly fee for any periods in which the Adviser serves as investment adviser to the Fund for less than a full month. On any day that the net asset value calculation is suspended as specified in the Fund's Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. In the event that normal operating expenses of the Fund, exclusive of certain expenses prescribed by state law, are in excess of any limitation imposed by the law of a state where the Fund has registered its shares of 4 beneficial interest, the fee payable to the Adviser will be reduced to the extent required by law, and the Adviser will make any additional arrangements that the Adviser is required by law to make. In addition, the Adviser may agree not to impose all or a portion of its fee (in advance of the time its fee would otherwise accrue) and/or undertake to make any other payments or arrangements necessary to limit the Fund's expenses to any level the Adviser may specify. Any fee reduction or undertaking shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively by the Adviser at any time. 6. OTHER ACTIVITIES OF THE ADVISER AND ITS AFFILIATES. Nothing herein contained shall prevent the Adviser or any affiliate or associate of the Adviser from engaging in any other business or from acting as investment adviser or investment manager for any other person or entity, whether or not having investment policies or portfolios similar to the Fund's; and it is specifically understood that officers, directors and employees of the Adviser and those of its parent company, John Hancock Mutual Life Insurance Company, or other affiliates may continue to engage in providing portfolio management services and advice to other investment companies, whether or not registered, to other investment advisory clients of the Adviser or of its affiliates and to said affiliates themselves. The Adviser shall have no obligation to acquire with respect to the Fund a position in any investment which the Adviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, if, in the sole discretion of the Adviser, it is not feasible or desirable to acquire a position in such investment on behalf of the Fund. Nothing herein contained shall prevent the Adviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. 7. AVOIDANCE OF INCONSISTENT POSITION. In connection with purchases or sales of portfolio securities for the account of the Fund, neither the Adviser nor any of its investment management subsidiaries, nor any of the Adviser's or such investment management subsidiaries' directors, officers or employees will act as principal or agent or receive any commission, except as may be permitted by the 1940 Act and rules and regulations promulgated thereunder. If any occasions shall arise in which the Adviser advises persons concerning the shares of the Fund, the Adviser will act solely on its own behalf and not in any way on behalf of the Fund. Nothing herein contained shall limit or restrict the Adviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. 8. NO PARTNERSHIP OR JOINT VENTURE. Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them. 9. NAME OF THE TRUST AND THE FUND. The Trust and the Fund may use the name "John Hancock" or any name or names derived from or similar to the names "John Hancock Advisers, Inc." or "John Hancock Mutual Life Insurance Company" only for so long as this Agreement remains in effect. At such time as this Agreement shall no longer be in effect, the Trust and the Fund will (to the 5 extent that they lawfully can) cease to use such a name or any other name indicating that the Fund is advised by or otherwise connected with the Adviser. The Fund acknowledges that it has adopted the name John Hancock Emerging Growth Fund through permission of John Hancock Mutual Life Insurance Company, a Massachusetts insurance company, and agrees that John Hancock Mutual Life Insurance Company reserves to itself and any successor to its business the right to grant the nonexclusive right to use the name "John Hancock" or any similar name or names to any other corporation or entity, including but not limited to any investment company of which John Hancock Mutual Life Insurance Company or any subsidiary or affiliate thereof shall be the investment adviser. 10. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Trust shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Trust and not as the Adviser's employee or agent. 11. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall remain in force until December 1, 1998, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by (a) a majority of the Trustees who are not interested persons of the Adviser or (other than as Board members) of the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trustees or (ii) a majority of the outstanding voting securities of the Fund. This Agreement may, on 60 days' written notice, be terminated at any time without the payment of any penalty by the vote of a majority of the outstanding voting securities of the Fund, by the Trustees or by the Adviser. Termination of this Agreement shall not be deemed to terminate or otherwise invalidate any provisions of any contract between the Adviser and any other series of the Trust. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 11, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "assignment," "interested person" and "voting security") shall be applied. 12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment, transfer, assignment, sale, hypothecation or pledge of this Agreement shall be effective until approved by (a) the Trustees, including a majority of the Trustees who are not interested persons of the Adviser or (other than as Trustees) of the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (b) a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act. 13. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. 14. SEVERABILITY. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered 6 invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be deemed invalid or unenforceable in whole or in part. 15. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The name John Hancock Emerging Growth Fund is a series designation of the Trustees under the Trust's Declaration of Trust. The Declaration of Trust has been filed with the Secretary of State of The Commonwealth of Massachusetts. The obligations of the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Trust, but only upon the Fund and its property. The Fund shall not be liable for the obligations of any other series of the Trust and no other series shall be liable for the Fund's obligations hereunder. Yours very truly, JOHN HANCOCK SERIES TRUST on behalf of John Hancock Emerging Growth Fund By: /s/ Anne C. Hodsdon ------------------------------ Anne C. Hodsdon President The foregoing contract is hereby agreed to as of the date hereof. JOHN HANCOCK ADVISERS, INC. By: /s/ John A. Morin ----------------------------- John A. Morin Vice President and Secretary 7 EX-99.B5.1 5 INVESTMENT MANAGEMENT CONTRACT JOHN HANCOCK GLOBAL TECHNOLOGY FUND (a series of John Hancock Series Trust) 101 Huntington Avenue Boston, Massachusetts 02199 December 2, 1996 John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Investment Management Contract ------------------------------ Ladies and Gentlemen: John Hancock Series Trust (the "Trust"), of which John Hancock Global Technology Fund (the "Fund") is a series, has been organized as a business trust under the laws of The Commonwealth of Massachusetts to engage in the business of an investment company. The Trust's shares of beneficial interest, no par value, may be divided into series, each series representing the entire undivided interest in a separate portfolio of assets. This Agreement relates solely to the Fund. The Board of Trustees of the Trust (the "Trustees") has selected John Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice and management for the Fund, and to provide certain other services, as more fully set forth below, and the Adviser is willing to provide such advice, management and services under the terms and conditions hereinafter set forth. Accordingly, the Adviser and the Trust, on behalf of the Fund, agree as follows: 1. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies, properly certified or otherwise authenticated, of each of the following: (a) Declaration of Trust dated September 10, 1996, as amended from time to time (the "Declaration of Trust"); (b) By-Laws of the Trust as in effect on the date hereof; (c) Resolutions of the Trustees selecting the Adviser as investment adviser for the Fund and approving the form of this Agreement; (d) Commitments, limitations and undertakings made by the Fund to state securities or "blue sky" authorities for the purpose of qualifying shares of the Fund for sale in such states; and (e) The Trust's Code of Ethics. The Trust will furnish to the Adviser from time to time copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. 2. INVESTMENT AND MANAGEMENT SERVICES. The Adviser will use its best efforts to provide to the Fund continuing and suitable investment programs with respect to investments, consistent with the investment objectives, policies and restrictions of the Fund. In the performance of the Adviser's duties hereunder, subject always (x) to the provisions contained in the documents delivered to the Adviser pursuant to Section 1, as each of the same may from time to time be amended or supplemented, and (y) to the limitations set forth in the Fund's then-current Prospectus and Statement of Additional Information included in the registration statement of the Trust as in effect from time to time under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the "1940 Act"), the Adviser will, at its own expense: (a) furnish the Fund with advice and recommendations, consistent with the investment objectives, policies and restrictions of the Fund, with respect to the purchase, holding and disposition of portfolio securities, alone or in consultation with any subadviser or subadvisers appointed pursuant to this Agreement and subject to the provisions of any sub-investment management contract respecting the responsibilities of such subadviser or subadvisers; (b) advise the Fund in connection with policy decisions to be made by the Trustees or any committee thereof with respect to the Fund's investments and, as requested, furnish the Fund with research, economic and statistical data in connection with the Fund's investments and investment policies; (c) provide administration of the day-to-day investment operations of the Fund; (d) submit such reports relating to the valuation of the Fund's securities as the Trustees may reasonably request; (e) assist the Fund in any negotiations relating to the Fund's investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors; (f) consistent with the provisions of Section 7 of this Agreement, place orders for the purchase, sale or exchange of portfolio securities with brokers or dealers selected by the Adviser, PROVIDED that in connection with the placing of such orders and the selection of such brokers or dealers the Adviser shall seek to obtain execution and pricing within the policy guidelines determined by the Trustees and set forth in the Prospectus and Statement of Additional Information of the Fund as in effect from time to time; (g) provide office space and office equipment and supplies, the use of accounting equipment when required, and necessary executive, clerical and secretarial personnel for the administration of the affairs of the Fund; 2 (h) from time to time or at any time requested by the Trustees, make reports to the Fund of the Adviser's performance of the foregoing services and furnish advice and recommendations with respect to other aspects of the business and affairs of the Fund; (i) maintain all books and records with respect to the Fund's securities transactions required by the 1940 Act, including subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 thereunder (other than those records being maintained by the Fund's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act (the Adviser agrees that such records are the property of the Fund and will be surrendered to the Fund promptly upon request therefor); (j) obtain and evaluate such information relating to economies, industries, businesses, securities markets and securities as the Adviser may deem necessary or useful in the discharge of the Adviser's duties hereunder; (k) oversee, and use the Adviser's best efforts to assure the performance of the activities and services of the custodian, transfer agent or other similar agents retained by the Fund; (l) give instructions to the Fund's custodian as to deliveries of securities to and from such custodian and transfer of payment of cash for the account of the Fund; and (m) appoint and employ one or more sub-advisors satisfactory to the Fund under sub-investment management agreements. 3. EXPENSES PAID BY THE ADVISER. The Adviser will pay: (a) the compensation and expenses of all officers and employees of the Trust; (b) the expenses of office rent, telephone and other utilities, office furniture, equipment, supplies and other expenses of the Fund; and (c) any other expenses incurred by the Adviser in connection with the performance of its duties hereunder. 4. EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust or the Fund prior to the effective date of this Agreement; 3 (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust and the Fund (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b)), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1940 Act) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Fund other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of its employees rendering such services to the Fund); (e) the fees and disbursements of custodians and depositories of the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Fund's assets and payable by the Fund; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Fund; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Fund; and (j) insurance premiums on fidelity, errors and omissions and other coverages. 5. COMPENSATION OF THE ADVISER. For all services to be rendered, facilities furnished and expenses paid or assumed by the Adviser as herein provided, the Adviser shall be entitled to a fee, paid monthly in arrears, at an annual rate equal to (i) 1.00%, 0.85% as reduced by the Adviser, of the average daily net asset value of the Fund up to $100,000,000 of average daily net assets and (ii) 0.75% of the average daily net asset value of the Fund in excess of $100,000,000. The "average daily net assets" of the Fund shall be determined on the basis set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the regulations promulgated thereunder. The Adviser will receive a pro rata portion of such monthly fee for any periods in which the Adviser serves as investment adviser to the Fund for less than a full month. On any day that the net asset value calculation is suspended as specified in the Fund's Prospectus, the net asset value for purposes of calculating the advisory fee shall be calculated as of the date last determined. 4 In the event that normal operating expenses of the Fund, exclusive of certain expenses prescribed by state law, are in excess of any limitation imposed by the law of a state where the Fund has registered its shares of beneficial interest, the fee payable to the Adviser will be reduced to the extent required by law, and the Adviser will make any additional arrangements that the Adviser is required by law to make. In addition, the Adviser may agree not to impose all or a portion of its fee (in advance of the time its fee would otherwise accrue) and/or undertake to make any other payments or arrangements necessary to limit the Fund's expenses to any level the Adviser may specify. Any fee reduction or undertaking shall constitute a binding modification of this Agreement while it is in effect but may be discontinued or modified prospectively by the Adviser at any time. 6. OTHER ACTIVITIES OF THE ADVISER AND ITS AFFILIATES. Nothing herein contained shall prevent the Adviser or any affiliate or associate of the Adviser from engaging in any other business or from acting as investment adviser or investment manager for any other person or entity, whether or not having investment policies or portfolios similar to the Fund's; and it is specifically understood that officers, directors and employees of the Adviser and those of its parent company, John Hancock Mutual Life Insurance Company, or other affiliates may continue to engage in providing portfolio management services and advice to other investment companies, whether or not registered, to other investment advisory clients of the Adviser or of its affiliates and to said affiliates themselves. The Adviser shall have no obligation to acquire with respect to the Fund a position in any investment which the Adviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, if, in the sole discretion of the Adviser, it is not feasible or desirable to acquire a position in such investment on behalf of the Fund. Nothing herein contained shall prevent the Adviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. 7. AVOIDANCE OF INCONSISTENT POSITION. In connection with purchases or sales of portfolio securities for the account of the Fund, neither the Adviser nor any of its investment management subsidiaries, nor any of the Adviser's or such investment management subsidiaries' directors, officers or employees will act as principal or agent or receive any commission, except as may be permitted by the 1940 Act and rules and regulations promulgated thereunder. If any occasions shall arise in which the Adviser advises persons concerning the shares of the Fund, the Adviser will act solely on its own behalf and not in any way on behalf of the Fund. Nothing herein contained shall limit or restrict the Adviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. 8. NO PARTNERSHIP OR JOINT VENTURE. Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them. 9. NAME OF THE TRUST AND THE FUND. The Trust and the Fund may use the name "John Hancock" or any name or names derived from or similar to the names 5 "John Hancock Advisers, Inc." or "John Hancock Mutual Life Insurance Company" only for so long as this Agreement remains in effect. At such time as this Agreement shall no longer be in effect, the Trust and the Fund will (to the extent that they lawfully can) cease to use such a name or any other name indicating that the Fund is advised by or otherwise connected with the Adviser. The Fund acknowledges that it has adopted the name John Hancock Global Technology Fund through permission of John Hancock Mutual Life Insurance Company, a Massachusetts insurance company, and agrees that John Hancock Mutual Life Insurance Company reserves to itself and any successor to its business the right to grant the nonexclusive right to use the name "John Hancock" or any similar name or names to any other corporation or entity, including but not limited to any investment company of which John Hancock Mutual Life Insurance Company or any subsidiary or affiliate thereof shall be the investment adviser. 10. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Trust shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Trust and not as the Adviser's employee or agent. 11. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall remain in force until December 1, 1998, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by (a) a majority of the Trustees who are not interested persons of the Adviser or (other than as Board members) of the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trustees or (ii) a majority of the outstanding voting securities of the Fund. This Agreement may, on 60 days' written notice, be terminated at any time without the payment of any penalty by the vote of a majority of the outstanding voting securities of the Fund, by the Trustees or by the Adviser. Termination of this Agreement shall not be deemed to terminate or otherwise invalidate any provisions of any contract between the Adviser and any other series of the Trust. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 11, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "assignment," "interested person" and "voting security") shall be applied. 12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment, transfer, assignment, sale, hypothecation or pledge of this Agreement shall be effective until approved by (a) the Trustees, including a majority of the Trustees who are not interested persons of the Adviser or (other than as Trustees) of the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (b) a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act. 13. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. 6 14. SEVERABILITY. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be deemed invalid or unenforceable in whole or in part. 15. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The name John Hancock Global Technology Fund is a series designation of the Trustees under the Trust's Declaration of Trust. The Declaration of Trust has been filed with the Secretary of State of The Commonwealth of Massachusetts. The obligations of the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Trust, but only upon the Fund and its property. The Fund shall not be liable for the obligations of any other series of the Trust and no other series shall be liable for the Fund's obligations hereunder. Yours very truly, JOHN HANCOCK SERIES TRUST on behalf of John Hancock Global Technology Fund By: /s/Anne C. Hodsdon ------------------------- Anne C. Hodsdon President The foregoing contract is hereby agreed to as of the date hereof. JOHN HANCOCK ADVISERS, INC. By: /s/ John A. Morin ------------------------------ John A. Morin Vice President and Secretary 7 EX-99.B5.2 6 SUB-INVESTMENT MANAGEMENT CONTRACT JOHN HANCOCK SERIES TRUST John Hancock Global Technology Fund Sub-Investment Management Contract Dated December 2, 1996 JOHN HANCOCK ADVISERS, INC. 101 Huntington Avenue Boston, Massachusetts 02199 JOHN HANCOCK SERIES TRUST John Hancock Global Technology Fund 101 Huntington Avenue Boston, Massachusetts 02199 AMERICAN FUND ADVISORS, INC. 1415 Kellum Place, Suite 205 Garden City, New York 11530 Sub-Investment Management Contract Ladies and Gentlemen: John Hancock Series Trust (the "Trust") has been organized as a business trust under the laws of The Commonwealth of Massachusetts to engage in the business of an investment company. The Trust's shares of beneficial interest may be classified into series, each series representing the entire undivided interest in a separate portfolio of assets. Series may be established or terminated from time to time by action of the Board of Trustees of the Trust. As of the date hereof, the Trust has two series of shares, representing interests in John Hancock Emerging Growth Fund and John Hancock Global Technology Fund. The Board of Trustees of the Trust (the "Trustees") has selected John Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice and management for the John Hancock Global Technology Fund (the "Fund"), and to provide certain other services, under the terms and conditions provided in the Investment Management Contract, dated as of the date hereof, between the Trust, the Fund and the Adviser (the "Investment Management Contract"). The Adviser and the Trustees have selected American Fund Advisors, Inc. (the "Sub-Adviser") to provide the Adviser and the Fund with the advice and services set forth below, and the Sub-Adviser is willing to provide such advice and services, subject to the review of the Trustees and overall supervision of the Adviser, under the terms and conditions hereinafter set forth. The Sub-Adviser hereby represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Accordingly, the Trust, on behalf of the Fund, and the Adviser agree with the Sub-Adviser as follows: 1. Delivery of Documents. The Trust has furnished the Sub-Adviser with copies, properly certified or otherwise authenticated, of each of the following: (a) Declaration of Trust dated September 10, 1996, as amended from time to time (the "Declaration of Trust"); (b) By-Laws of the Trust as in effect on the date hereof; (c) Resolutions of the Trustees approving the form of this Agreement by and among the Adviser, the Sub-Adviser and the Trust, on behalf of the Fund; (d) Resolutions of the Trustees selecting the Adviser as investment adviser for the Fund and approving the form of the Investment Management Contract; (e) the Investment Management Contract; (f) commitments, limitations and undertakings made by the Fund to state securities or "blue sky" authorities for the purpose of qualifying shares of the Fund for sale in such states; (g) the Fund's portfolio compliance checklists; and (h) the Fund's current Registration Statement, including the Fund's Prospectus and Statement of Additional Information. The Trust will furnish to the Sub-Adviser from time to time copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. The Sub-Adviser has furnished the Adviser with a copy of the Sub-Adviser's Code of Ethics, and will furnish the Adviser from time to time with copies of any amendments to the code. The restrictions of the Sub-Adviser may differ from those of the Trust where appropriate as long as they maintain the same intent consistent with the sub-adviser's own procedures for recommending and purchasing securities. 2. Investment Services. The Sub-Adviser will use its best efforts to provide to the Fund continuing and suitable investment advice with respect to investments, consistent with the investment policies, objectives and restrictions of the Fund as set forth in the Fund's Prospectus and Statement of Additional Information. In the performance of the Sub-Adviser's duties hereunder, subject always (x) to the provisions contained in the documents delivered to the Sub-Adviser pursuant to Section 1, as each of the same may from time to time be amended or supplemented, and (y) to the limitations set forth in the Registration Statement of the Trust, on behalf of the Fund, as in effect from time to time under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the "1940 Act"), the Sub-Adviser will, have investment discretion with respect to the Fund and will, at its own expense: (a) furnish the Adviser and the Fund with advice and recommendations, consistent with the investment policies, objectives and restrictions of the Fund as set forth in the Fund's Prospectus and Statement of Additional Information, with respect to the purchase, holding and disposition of portfolio securities including, the purchase and sale of options; (b) furnish the Adviser and the Fund with advice as to the manner in which voting rights, subscription rights, rights to consent to corporate action and any other rights pertaining to the Fund's assets shall be exercised, the Fund having the responsibility to exercise such voting and other rights; (c) furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund's investments and investment policies; (d) submit such reports relating to the valuation of the Fund's securities as the Trustees may reasonably request; (e) subject to prior consultation with the Adviser, engage in negotiations relating to the Fund's investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors; 2 (f) consistent with provisions of Section 7 of this Agreement, place orders for the purchase, sale or exchange of portfolio securities with brokers or dealers selected by the Adviser or the Sub-Adviser, provided that in connection with the placing of such orders and the selection of such brokers or dealers the Sub-Adviser shall seek to obtain execution and pricing within the policy guidelines determined by the Trustees and set forth in the Prospectus and Statement of Additional Information of the Fund as in effect and furnished to the Sub-Adviser from time to time; (g) from time to time or at any time requested by the Adviser or the Trustees, make reports to the Adviser or the Trust of the Sub-Adviser's performance of the foregoing services; (h) subject to the supervision of the Adviser, maintain all books and records with respect to the Fund's securities transactions required by the 1940 Act, and preserve such records for the periods prescribed therefor by the 1940 Act (the Sub-Adviser agrees that such records are the property of the Trust and copies will be surrendered to the Trust promptly upon request therefor); (i) give instructions to the Fund's custodian as to deliveries of securities to and from such custodian and transfer of payment of cash for the account of the Fund, and advise the Adviser on the same day such instructions are given; and (j) cooperate generally with the Fund and the Adviser to provide information necessary for the preparation of registration statements and periodic reports to be filed with the Securities and Exchange Commission, including Form N-1A, periodic statements, shareholder communications and proxy materials furnished to holders of shares of the Fund, filings with state "blue sky" authorities and with United States agencies responsible for tax matters, and other reports and filings of like nature. 3. Expenses Paid by the Sub-Adviser. The Sub-Adviser will pay the cost of maintaining the staff and personnel necessary for it to perform its obligations under this Agreement, the expenses of office rent, telephone, telecommunications and other facilities it is obligated to provide in order to perform the services specified in Section 2, and any other expenses incurred by it in connection with the performance of its duties hereunder. 4. Expenses of the Fund Not Paid by the Sub-Adviser. The Sub-Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by the Sub-Adviser. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Sub-Adviser will not be required to pay under this Agreement: (a) the compensation and expenses of Trustees and of independent advisers, independent contractors, consultants, managers and other agents employed by the Trust or the Fund other than through the Sub-Adviser; (b) legal, accounting and auditing fees and expenses of the Trust or the Fund; (c) the fees and disbursements of custodians and depositories of the Trust or the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (d) taxes and governmental fees assessed against the Trust or the Fund's assets and payable by the Trust or the Fund; (e) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Trust or the Fund except that the Sub-Adviser shall bear the costs of providing the information referred to in Section 2(j) to the Adviser; 3 (f) brokers' commissions and underwriting fees; and (g) the expense of periodic calculations of the net asset value of the shares of the Fund. 5. Compensation of the Sub-Adviser. For all services to be rendered, facilities furnished and expenses paid or assumed by the Sub-Adviser as herein provided for the Fund, the Adviser will pay the Sub-Adviser monthly, in arrears, a fee at the annual rate of (i) 0.40%, 0.35% as reduced by the Sub-Adviser, of the first $100,000,000 of the average daily net asset value of the Fund and (ii) 40% of the investment advisory fee received by the Adviser in excess of $100,000,000. The fee payable to the Adviser is caluclated on the basis of the "average daily net assets" of the Fund and shall be determined on the basis set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the regulations promulgated thereunder. The Sub-Adviser will receive a pro rata portion of such fee for any periods in which the Sub-Adviser advises the Fund less than a full month. Fund shall not be liable to the Sub-Adviser for the Sub-Adviser's compensation hereunder. Calculations of the Sub-Adviser's fee will be based on average net asset values as provided by the Adviser. In addition to the foregoing, the Sub-Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by it. Any such fee reduction or undertaking may be discontinued or modified by the Sub-Adviser at any time. 6. Other Activities of the Sub-Adviser and Its Affiliates. Nothing herein contained shall prevent the Sub-Adviser or any associate of the Sub-Adviser from engaging in any other business or from acting as investment adviser or investment manager for any other person or entity, whether or not having investment policies or portfolios similar to the Fund's; and it is specifically understood that officers, directors and employees of the Sub-Adviser or other affiliates may continue to engage in providing portfolio management services and advice to other investment companies, whether or not registered, to other investment advisory clients of the Sub-Adviser or its affiliates and to said affiliates themselves. 7. Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund, neither the Sub-Adviser nor any of its investment management subsidiaries nor any of such investment management subsidiaries' directors, officers or employees will act as principal or agent or receive any commission, except as may be permitted by the 1940 Act and rules and regulations promulgated thereunder. The Sub-Adviser shall not knowingly recommend that the Fund purchase, sell or retain securities of any issuer in which the Sub-Adviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Sub-Adviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge the Sub-Adviser and its officers, affiliates, and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of hereunder. The Sub-Adviser shall have no obligation to acquire with respect to the Fund, a position in any investment which the Sub-Adviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, if in the sole discretion of the Sub-Adviser, it is not feasible or desirable to acquire a position in such investment on behalf of the Fund. Nothing herein contained shall prevent the Sub-Adviser from purchasing 4 or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. 8. No Partnership or Joint Venture. The Trust, the Fund, the Adviser and the Sub-Adviser are not partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them. 9. Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also employed by the Sub-Adviser, who may be or become an employee of and paid by the Trust or the Fund shall be deemed, when acting within the scope of his employment by the Trust or the Fund, to be acting in such employment solely for the Trust or the Fund and not as the Sub-Adviser's employee or agent. 10. Duration and Termination of this Agreement. This Agreement shall remain in force until the second anniversary of the date upon which this Agreement was executed by the parties hereto, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by (a) a majority of the Trustees who are not interested persons of the Adviser, the Sub-Adviser, or (other than as Board members) of the Trust or the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trustees or (ii) a majority of the outstanding voting securities of the Fund. This Agreement may, on 60 days' written notice, be terminated at any time without the payment of any penalty by the Trust or the Fund by vote of a majority of the outstanding voting securities of the Fund, by the Trustees, the Adviser or the Sub-Adviser. Termination of this Agreement with respect to the Fund shall not be deemed to terminate or otherwise invalidate any provisions of any contract between the Sub-Adviser and any other series of the Trust. This Agreement shall automatically terminate in the event of its assignment or upon termination of the Investment Management Contract. In interpreting the provisions of this Section 11, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "assignment," "interested person" or "voting security"), shall be applied. 11. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment, transfer, assignment, sale, hypothecation or pledge of this Agreement shall be effective until approved by (a) the Trustees, including a majority of the Trustees who are not interested persons of the Adviser, the Sub-Adviser, or (other than as Board members) of the Trust or the Fund, cast in person at a meeting called for the purpose of voting on such approval, and (b) a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act. 12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. 13. Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be deemed invalid or unenforceable in whole or in part. 14. Miscellaneous. (a) The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the 5 provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The name John Hancock Series Trust is the designation of the Trustees under the Declaration of Trust dated September 10, 1996, as amended from time to time. The Declaration of Trust has been filed with the Secretary of The Commonwealth of Massachusetts. The obligations of the Trust and the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound. The Trust or the Fund shall not be liable for the obligations of any other series of the Trust. (b) Any information supplied by the Sub-Adviser, which is not otherwise in the public domain, in connection with the performance of its duties hereunder is to be regarded as confidential and for use only by the Fund and/or its agents, and only in connection with the Fund and its investments. Yours very truly, JOHN HANCOCK ADVISERS, INC. By: /s/Robert G. Freedman --------------------------- Robert G. Freedman Vice Chairman & Chief Investment Officer The foregoing contract is hereby agreed to as of the date hereof. JOHN HANCOCK SERIES TRUST on behalf of John Hancock Global Technology Fund By: /s/ Anne C. Hodsdon --------------------------- Anne C. Hodsdon President AMERICAN FUND ADVISORS, INC. By: /s/Barry Gordon --------------------------- Name: Barry Gordon Title: President 6 EX-99.B6 7 DISTRIBUTION AGREEMENT JOHN HANCOCK SERIES TRUST 101 Huntington Avenue Boston, Massachusetts 02199 December 2, 1996 John Hancock Funds, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Distribution Agreement Dear Sir: John Hancock Series Trust (the "Trust") has been organized as a business trust under the laws of the Commonwealth of Massachusetts to engage in the business of an investment company. The Trust's Board of Trustees has selected you to act as principal underwriter (as such term is defined in Section 2(a)(29) of the Investment Company Act of 1940, as amended) of the shares of beneficial interest ("shares") of each series of the Trust. The Trust intends to offer shares in two series designated as John Hancock Emerging Growth Fund and John Hancock Global Technology Fund, together with all other series subsequently established by the Trust (each, a "Fund" and collectively, the "Funds") and made subject to this Distribution Agreement (the "Agreement"). You are willing, as agent for the Trust, to sell the shares to the public, to broker-dealers or to both, in the manner and on the conditions hereinafter set forth. Accordingly, the Trust hereby agrees with you as follows: 1. Delivery of Documents. The Trust will furnish you promptly with copies, properly certified or otherwise authenticated, of any registration statements filed by it with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Investment Company Act of 1940, as amended, together with any financial statements and exhibits included therein, and all amendments or supplements thereto hereafter filed. 2. Registration and Sale of Additional Shares. The Trust will from time to time use its best efforts to register under the Securities Act of 1933, as amended, such shares not already so registered as you may reasonably be expected to sell as agent on behalf of the Trust. This Agreement relates to the issue and sale of shares that are duly authorized and registered and available for sale by the Trust if, but only if, the Trust sees fit to sell them. You and the Trust will cooperate in taking such action as may be necessary from time to time to qualify shares for sale in Massachusetts and in any other states mutually agreeable to you and the Trust, and to maintain such qualification if and so long as such shares are duly registered under the Securities Act of 1933, as amended. 3. Solicitation of Orders. You will use your best efforts (but only in states in which you may lawfully do so) to obtain from investors unconditional orders for shares authorized for issue by the Trust and registered under the Securities Act of 1933, as amended, provided that you may in your discretion refuse to accept orders for such shares from any particular applicant. 4. Sale of Shares. Subject to the provisions of Sections 5 and 6 hereof and to such minimum purchase requirements as may from time to time be indicated in the Funds' current prospectus, you are authorized to sell as agent on behalf of the Trust authorized and issued shares registered under the Securities Act of 1933, as amended. Such sales may be made by you on behalf of the Trust by accepting unconditional orders to purchase such shares placed with your investors. The sales price to the public of such shares shall be the public offering price as defined in Section 6 hereof. 5. Sale of Shares to Investors by the Funds. Any right granted to you to accept orders for shares or make sales on behalf of the Funds will not apply to shares issued in connection with the merger or consolidation of any other investment company with any Fund or its acquisition, by purchase or otherwise, of all or substantially all the assets of any investment company or substantially all the outstanding shares of any such company, and such right shall not apply to shares that may be offered or otherwise issued by a Fund to shareholders by virtue of their being shareholders of that Fund. 6. Public Offering Price. All shares sold by you as agent for the Funds will be sold at the public offering price, which will be determined in the manner provided in the Fund's prospectus or statement of additional information, as now in effect or as it may be amended . 7. No Sales Discount. The respective Fund shall receive the applicable net asset value on all sales of shares by you as agent of the Trust. 8. Delivery of Payments. You will deliver to the Transfer Agent all payments made pursuant to orders accepted by you, and accompanied by proper applications for the purchase of shares, no later than the first business day following the receipt by you in your home office of such payments and applications. 9. Suspension of Sales. If and whenever a suspension of the right of redemption or a postponement of the date of payment or redemption has been declared pursuant to the Trust's Declaration of Trust and has become effective, then, until such suspension or postponement is terminated, no further orders for shares shall be accepted by you except such unconditional orders placed with you before you have knowledge of the suspension. Each Fund reserves the right to suspend the sale of shares and your authority to accept orders for shares on behalf of the Fund if, in the judgment of a majority of the Trust's Board of Trustees, it is in the best interests of the Fund to do so, such suspension to continue for such period as may be determined by such majority; and in that event, no shares will be sold by the Fund or by you on behalf of the Fund while such suspension remains in effect except for shares necessary to cover unconditional orders accepted by you before you had knowledge of the suspension. 10. Expenses. The Trust will pay (or will enter into arrangements providing that persons other than you will pay) all fees and expenses in connection with the preparation and filing of any registration statement and prospectus or amendments thereto under the Securities Act of 1933, as amended, covering the issue and sale of shares and in connection with the qualification of shares for sale in the various states in which the Funds shall determine it advisable to qualify such shares for sale. It will also pay the issue taxes or (in the case of shares redeemed) any initial transfer taxes thereon. You will pay all expenses of printing prospectuses 2 and other sales literature, all fees and expenses in connection with your qualification as a dealer in various states, and all other expenses in connection with the sale and offering for sale of the shares of the Fund which have not been herein specifically allocated to the Fund. 11. Conformity with Law. You agree that in selling the shares you will duly conform in all respects with the laws of the United States and any state in which such shares may be offered for sale by you pursuant to this Agreement. 12. Indemnification. You agree to indemnify and hold harmless the Trust and each of its Board members and officers and each person, if any, who controls the Trust or any Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which the Trust, the Funds or such Board members, officers or controlling person may become subject under such Act, under any other statute, at common law or otherwise, arising out of the acquisition of any shares by any person which (a) may be based upon any wrongful act by you or any of your employees or representatives or (b) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or statement of additional information covering shares of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Trust by you, or (c) may be incurred or arise by reason of your acting as the Trust's agent instead of purchasing and reselling shares as principal in distributing shares to the public, provided that in no case is your indemnity in favor of a Board member or officer of the Funds or the Trust or any other person deemed to protect such Board member or officer of the Funds or the Trust or other person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of obligations and duties under this Agreement. You are not authorized to give any information or to make any representations on behalf of the Funds or the Trust or in connection with the sale of shares other than the information and representations contained in a registration statement, prospectus, or statement of additional information covering shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time. No person other than you is authorized to act as principal underwriter for the Trust. 13. Duration and Termination of this Agreement. This Agreement shall remain in force until the conclusion of the first meeting of shareholders of each Fund following the first public offering of shares and, if approved at that meeting, from year to year thereafter, but only so long as such continuance is specifically approved at least annually by (a) a majority of the Board of Trustees who are not interested persons of you (other than as Board members) or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Board of Trustees of the Trust, or (ii) a majority of the outstanding voting securities of the Trust. This Agreement may, on 60 days' written notice, be terminated at any time, without the payment of any penalty, by the Board of Trustees of the Trust, by a vote of a majority of the outstanding voting 3 securities of the Trust, or by you. This Agreement will automatically terminate in the event of its assignment by you. In interpreting the provisions of this Section 13, the definitions contained in Section 2(a) of the Investment Company Act of 1940 (particularly the definitions of "interested person", "assignment" and "voting security") shall be applied. 14. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. If the Trust should at any time deem it necessary or advisable in the best interests of the Trust that any amendment of this Agreement be made in order to comply with the recommendations or requirements of the Securities and Exchange Commission or other governmental authority or to obtain any advantage under state or federal tax laws and should notify you of the form of such amendment, and the reasons therefor, and if you should decline to assent to such amendment, the Trust may terminate this Agreement forthwith. If you should at any time request that a change be made in the Trust's Declaration of Trust or By-Laws, or in its methods of doing business, in order to comply with any requirements of federal law or regulations of the Securities and Exchange Commission or of a national securities association of which you are or may be a member, relating to the sale of shares, and the Trust should not make such necessary change within a reasonable time, you may terminate this Agreement forthwith. 15. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Very truly yours, JOHN HANCOCK SERIES TRUST By: /s/ Anne C. Hodsdon --------------------------- Anne C. Hodsdon President The foregoing Agreement is hereby accepted as of the date hereof. JOHN HANCOCK FUNDS, INC. By: /s/ Edward J. Boudreau, Jr. ------------------------------ Edward J. Boudreau, Jr. Chairman, President and CEO 4 EX-99.B9 8 TRANSFER AGENCY AND SERVICE AGREEMENT TRANSFER AGENCY AND SERVICE AGREEMENT AGREEMENT made as of the 2nd day of December, 1996 by and between JOHN HANCOCK SERIES TRUST, a Massachusetts business trust, having its principal office and place of business at 101 Huntington Avenue, Boston, Massachusetts, 02199 (the "Trust"), and John Hancock Investor Services Corporation, a Delaware corporation having its principal office and place of business at 101 Huntington Avenue, Boston, Massachusetts 02199 ("JHISC"). WITNESSETH: WHEREAS, the Trust desires to appoint JHISC as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and JHISC desires to accept such appointment; WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and WHEREAS, the Trust intends to initially offer shares in two series designated as: John Hancock Emerging Growth Fund and John Hancock Global Technology Fund, together with all other series subsequently established by the Trust and made subject to this Agreement (each, a "Fund" and collectively, the "Funds"); NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Article 1 Terms of Appointment; Duties of JHISC 1.01 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints JHISC to act, and JHISC agrees to act, as transfer agent and dividend disbursing agent with respect to the authorized and issued shares of beneficial interest ("Shares") of each series of the Trust subject to this Agreement and to provide to the shareholders of the Trust ("Shareholders") such services in connection therewith as may be set out in the prospectuses of the Trust from time to time. 1.02 JHISC agrees that it will perform the following services: (a) In accordance with procedures established from time to time by agreement between the Trust and JHISC, JHISC shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefor to each Fund's Custodian authorized pursuant to the Trust's Declaration of Trust (the "Custodian"); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) Receive for acceptance, redemption requests and redemption directions and deliver the appropriate documentation therefor to the Custodian; (iv) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; 1 (v) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vi) Prepare and transmit payments for dividends and distributions declared by the Funds, processing the reinvestment of distributions on each Fund at the net asset value per share for that Fund next computed after the payment (in accordance with the Fund's then-current prospectus); (vii) Maintain records of account for and advise the Trust and its Shareholders as to the foregoing; and (viii) Record the issuance of Shares of each Fund and maintain pursuant to Rule 17Ad-10(e) of the rules and regulations of the Securities Exchange Act of 1934 a record of the total number of Shares of each Fund which are authorized, based upon data provided to it by each Fund, and issued and outstanding. JHISC shall also provide each Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of these Shares or to take cognizance of any laws relating to the issue or sale of these Shares, which functions shall be the sole responsibility of each Fund. (b) In calculating the number of Shares to be issued on purchase or reinvestment, or redeemed or repurchased, or the amount of the purchase payment or redemption or repurchase payments owed, JHISC shall use the net asset value per share (as described in each fund's then-current prospectus) computed by it or such other person as may be designated by the Trust's board of trustees. It is understood that, unless the Trust directs otherwise, the issuance, redemption or repurchase of the Funds' shares arising out of an automatic transaction under an insurance contract (such as investment of net premiums, death of insureds, deduction of fees and charges, transfers, surrenders, loans, loan repayments, deductions of interest on loans, lapses, reinstatements and similar automatic transactions) shall be effected at the net asset value per share computed as of the close of business on the day as of which said automatic transaction is effected, even though the "order" for purchase, sale or redemption of the Funds' shares is not received until after said close of business. All other issuances, redemptions or repurchases of the Funds' shares shall be effected at net asset values per share next computed after receipt of the orders therefore and said orders shall become irrevocable at the time as of which said value is next computed. (c) In addition to and not in lieu of the services set forth in the above paragraph (a), JHISC shall: (i) perform all of the customary services of a transfer agent and dividend disbursing agent including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information and (ii) provide a system which will enable the Trust to monitor the total number of each Fund's Shares sold in each State. (d) In addition, the Trust shall (i) identify to JHISC in writing those transactions and assets to be treated as exempt from the blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of JHISC for the Trust's blue sky State registration status is solely limited to the initial establishment of transactions 2 subject to blue sky compliance by the Trust and the reporting of these transactions to the Trust as provided above. (e) Additionally, JHISC shall: (i) Utilize a system to identify all share transactions which involve purchase and redemption orders that are processed at a time other than the time of the computation of net asset value per share next computed after receipt of such orders, and shall compute the net effect upon each Fund of the transactions so identified on a daily and cumulative basis. (ii) If upon any day the cumulative net effect of such transactions upon a Fund is negative and exceeds a dollar amount equivalent to 1/2 of 1 cent per share, JHISC shall promptly make a payment to the Fund in cash or through the use of a credit in the manner described in paragraph (iv) below, in such amount as may be necessary to reduce the negative cumulative net effect to less than 1/2 of 1 cent per share. (iii) If on the last business day of any month the cumulative net effect upon a Fund of such transactions (adjusted by the amount of all prior payments and credits by JHISC and the Fund) is negative, the Fund shall be entitled to a reduction in the fee next payable under the Agreement by an equivalent amount, except as provided in paragraph (iv) below. If on the last business day in any month the cumulative net effect upon a Fund of such transactions (adjusted by the amount of all prior payments and credits by JHISC and the Fund) is positive, JHISC shall be entitled to recover certain past payments and reductions in fees, and to a credit against all future payments and fee reductions that may be required under the Agreement as herein described in paragraph (iv) below. (iv) At the end of each month, any positive cumulative net effect upon a Fund of such transactions shall be deemed to be a credit to JHISC which shall first be applied to permit JHISC to recover any prior cash payments and fee reductions made by it to the Fund under paragraphs (ii) and (iii) above during the calendar year, by increasing the amount of the monthly fee under the Agreement next payable in an amount equal to prior payments and fee reductions made by JHISC during such calendar year, but not exceeding the sum of that month's credit and credits arising in prior months during such calendar year to the extent such prior credits have not previously been utilized as contemplated by this paragraph. Any portion of a credit to JHISC not so used by it shall remain as a credit to be used as payment against the amount of any future negative cumulative net effects that would otherwise require a cash payment or fee reduction to be made to a Fund pursuant to paragraphs (ii) or (iii) above (regardless of whether or not the credit or any portion thereof arose in the same calendar year as that in which the negative cumulative net effects or any portion thereof arose). (v) JHISC shall supply to each Fund from time to time, as mutually agreed upon, reports summarizing the transactions identified pursuant to paragraph (i) above, and the daily and cumulative net effects of such transactions, and shall advise a Fund at the end of each month of the net cumulative effect at such time. JHISC shall promptly advise a Fund if at any time the cumulative net effects exceeds a dollar amount equivalent to 1/2 of 1 cent per share. (vi) In the event that this Agreement is terminated for whatever cause, or this provision 1.02 (d) is terminated pursuant to paragraph (vii) below, a Fund shall promptly pay to JHISC an amount in cash equal to the amount by which the cumulative net effect upon the Fund is positive or, if the cumulative net effect upon the Fund is negative, JHISC shall promptly pay to the Fund an amount in cash equal to the amount of such cumulative net effect. 3 (vii) This provision 1.02 (e) of the Agreement may be terminated by JHISC at any time without cause, effective as of the close of business on the date written notice (which may be by telex) is received by the Trust. Procedures applicable to certain of these services may be established from time to time by agreement between the Trust and JHISC. Article 2 Fees and Expenses 2.01 For performance by JHISC pursuant to this Agreement, the Trust on behalf of each Fund agrees to pay JHISC an annual maintenance fee for each Shareholder account as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and JHISC. 2.02 In addition to the fee paid under Section 2.01 above, the Trust on behalf of each Fund agrees to reimburse JHISC for out-of-pocket expenses or advances incurred by JHISC for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by JHISC at the request or with the consent of a Fund, will be reimbursed by the Trust on behalf of such Fund. 2.03 The Trust on behalf of each Fund agrees to pay all fees and reimbursable expenses promptly following the mailing of the respective billing notice. Postage for mailing of proxies to all shareholder accounts shall be advanced to JHISC by the Trust on behalf of the Funds at least seven (7) days prior to the mailing date of such materials. Article 3 Representations and Warranties of JHISC JHISC represents and warrants to the Trust that: 3.01 It is a corporation duly organized and existing and in good standing under the laws of the State of Delaware, and is duly qualified and in good standing as a foreign corporation under the Laws of The Commonwealth of Massachusetts. 3.02 It has corporate power and authority to enter into and perform its obligations under this Agreement. 3.03 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.04 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. Article 4 Representations and Warranties of the Trust The Trust represents and warrants to JHISC that: 4.01 It is a business trust duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 4.02 It has power and authority to enter into and perform this Agreement. 4.03 All trust proceedings required by the Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement. 4 4.04 It is an open-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). 4.05 A registration statement under the Securities Act of 1933, as amended, with respect to the shares of each series of the Trust subject to this Agreement has become effective, and appropriate state securities law filings have been made and will continue to be made. Article 5 Indemnification 5.01 JHISC shall not be responsible for, and the Trust shall indemnify and hold JHISC harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: (a) All actions of JHISC or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misfeasance. (b) The Trust's refusal or failure to comply with the terms of this Agreement, or which arise out of the Trust's bad faith, gross negligence or willful misfeasance or which arise out of the reckless disregard of any representation or warranty of the Trust hereunder. (c) The reliance on or use by JHISC or its agents or subcontractors of information, records and documents which (i) are received by JHISC or its agents or subcontractors and furnished to it by or on behalf of the Trust, and (ii) have been prepared and/or maintained by the Trust or any other person or firm on behalf of the Trust. (d) The reliance on, or the carrying out by JHISC or its agents or subcontractors of, any instructions or requests of the Trust. (e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that Fund Shares be registered in that state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of Shares in that state. (f) It is understood and agreed that the assets of each Fund may be used to satisfy the indemnity under this Article 5 only to the extent that the loss, damage, cost, charge, counsel fee, payment, expense and liability arises out of or is attributable to services hereunder with respect to the Shares of such Fund. 5.02 JHISC shall indemnify and hold harmless the Trust on behalf of each Fund from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributed to any action or failure or omission to act by JHISC as a result of JHISC's lack of good faith, negligence or willful misfeasance. 5.03 At any time JHISC may apply to any officer of the Trust for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by JHISC under this Agreement, and JHISC and its agents or subcontractors shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. JHISC, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided JHISC or its agents or subcontractors by machine readable 5 input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. JHISC, its agents and subcontractors shall also be protected and indemnified in recognizing share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officer of the Trust, and the proper countersignature of any former transfer agent or registrar, or of a co- transfer agent or co-registrar. 5.04 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 5.05 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder. 5.06 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. Article 6 Covenants of the Trust and JHISC 6.01 The Trust shall promptly furnish to JHISC the following: (a) A certified copy of the resolution(s) of the Trustees of the Trust authorizing the appointment of JHISC and the execution and delivery of this Agreement. (b) A copy of the Declaration of Trust and By-Laws of the Trust and all amendments thereto. 6.02 JHISC hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of share certificates and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates and devices. 6.03 JHISC shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940 and the rules and regulations of the Securities and Exchange Commission thereunder, JHISC agrees that all such records prepared or maintained by JHISC relating to the services to be performed by JHISC hereunder are the property of the Trust and will be preserved, maintained and made unavailable in accordance with such Act and rules, and will be surrendered to the Trust on and in accordance with its request. 6.04 JHISC and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 6 6.05 In case of any requests or demands for the inspection of the Shareholder records of the Trust, JHISC will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. JHISC reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. Article 7 Termination of Agreement 7.01 This Agreement may be terminated by either party upon one hundred twenty (120) days' written notice to the other. 7.02 Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust. Additionally, JHISC reserves the right to charge for any other reasonable expenses associated with such termination. Article 8 Assignment 8.01 Except as provided in Section 8.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. 8.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 8.03 JHISC may, without further consent on the part of the Trust, subcontract for the performance hereof with (i) Boston Financial Data Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934 ("Section 17A(c)(1)") or any other entity registered as a transfer agent under Section 17A(c)(1) JHISC deems appropriate in order to comply with the terms and conditions of this Agreement; provided, however, that JHISC shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as it is for its own acts and omissions. Article 9 Amendment 9.01 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Trustees of the Trust. Article 10 Massachusetts Law to Apply 10.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the internal substantive laws of The Commonwealth of Massachusetts. Article 11 Merger of Agreement 11.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. Article 12 Limitation on Liability 7 12.01 The name "John Hancock Series Trust" is the designation of the Trustees under the Declaration of Trust dated September 10, 1996. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, but the Trust's property only shall be bound. Each Fund shall be liable only for its own obligations under this Agreement and shall not be jointly or severally liable to the obligations of any other Fund hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. JOHN HANCOCK SERIES TRUST By: /s/ Anne C. Hodsdon --------------------------- Anne C. Hodsdon President JOHN HANCOCK INVESTOR SERVICES CORPORATION By: /s/Charles J. McKenney, Jr. --------------------------- Charles J. McKenney, Jr. Vice President 8 EX-99.B11 9 CONSENT OF AUDITORS CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Financial Highlights" for Emerging Growth Fund in the John Hancock Growth Funds Prospectus and "Independent Auditors" in the John Hancock Emerging Growth Fund Class A and Class B Shares Statement of Additional Information in Post-Effective Amendment No. 28 to the Registration Statement (Form N-1A, No. 2-75807) dated March 1, 1997. We also consent to the incorporation by reference therein of our report dated December 10, 1996, with respect to the financial statements and financial highlights of the John Hancock Emerging Growth Fund (one of the portfolios constituting John Hancock Series Trust) in the Form N-1A. /s/ERNST & YOUNG LLP ERNST & YOUNG LLP Boston, Massachusetts February 24, 1997 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Statement of Additional Information constituting part of this Post Effective Amendment No. 28 to the registration statement on Form N-1A (the "Registration Statement") of our report dated December 12, 1996, relating to the financial statements and financial highlights appearing in the October 31, 1996 Annual Report to Shareholders of John Hancock Global Technology Fund which appears in such Statement of Additional Information and to the incorporation by reference of our report into the Prospectus which constitutes part of this Registration Statement. We also consent to the reference to us under the heading "Independent Auditors" in such Statement of Additional Information and to the reference to us under the heading " Financial Highlights" in such Prospectus. /s/PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Boston, Massachusetts February 24, 1997 EX-99.B15 10 12B-1 PLAN GLOBAL TECHNOLOGY FUND - CLASS A JOHN HANCOCK SERIES TRUST - JOHN HANCOCK GLOBAL TECHNOLOGY FUND Class A Shares December 2, 1996 Article I. This Plan This Distribution Plan (the "Plan") sets forth the terms and conditions on which John Hancock Series Trust (the "Trust") on behalf of John Hancock Global Technology Fund (the "Fund"), a series portfolio of the Trust, on behalf of its Class A shares, will, after the effective date hereof, pay certain amounts to John Hancock Funds, Inc. ("JH Funds") in connection with the provision by JH Funds of certain services to the Fund and its Class A shareholders, as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the Securities and Exchange Commission, as from time to time amended (the "Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute the financing of distribution by the Fund of its shares. This Plan describes all material aspects of such financing as contemplated by the Rule and shall be administered and interpreted, and implemented and continued, in a manner consistent with the Rule. The Fund and JH Funds heretofore entered into a Distribution Agreement, dated December 2, 1996, (the "Agreement"), the terms of which, as heretofore and from time to time continued, are incorporated herein by reference. Article II. Distribution and Service Expenses The Fund shall pay to JH Funds a fee in the amount specified in Article III hereof. Such fee may be spent by JH Funds on any activities or expenses primarily intended to result in the sale of Class A shares of the Fund, including, but not limited to the payment of Distribution Expenses (as defined below) and Service Expenses (as defined below). Distribution Expenses include but are not limited to, (a) initial and ongoing sales compensation out of such fee as it is received by JH Funds or other broker-dealers ("Selling Brokers") that have entered into an agreement with JH Funds for the sale of Class A shares of the Fund, (b) direct out-of-pocket expenses incurred in connection with the distribution of Class A shares of the Fund, including expenses related to printing of prospectuses and reports to other than existing Class A shareholders of the Fund, and preparation, printing and distribution of sales literature and advertising materials, (c) an allocation of overhead and other branch office expenses of JH Funds related to the distribution of Class A shares of the Fund and (d) distribution expenses incurred in connection with the distribution of a corresponding class of any open-end, registered investment company which sells all or substantially all of its assets to the Fund or which merges or otherwise combines with the Fund. Service Expenses include payments made to, or on account of, account executives of selected broker-dealers (including affiliates of JH Funds) and others who furnish personal and shareholder account maintenance services to Class A shareholders of the Fund. Article III. Maximum Expenditures The expenditures to be made by the Fund pursuant to this Plan, and the basis upon which such expenditures will be made, shall be determined by the Fund, and in no event shall such expenditures exceed 0.30% of the average daily net asset value of the Class A shares of the Fund (determined in accordance with the Fund's prospectus as from time to time in effect) on an annual basis to cover Distribution Expenses and Service Expenses, provided that the portion of such fee used to cover service expenses shall not exceed an annual rate of up to 0.25% of the average daily net asset value of the Class A shares of the Fund. Such expenditures shall be calculated and accrued daily and paid monthly or at such other intervals as the Trustees shall determine. In the event JH Funds is not fully reimbursed for payments made or other expenses incurred by it under this Plan, such expenses will not be carried beyond one year from the date such expenses were incurred. Any fees paid to JH Funds under this Plan during any fiscal year of the Fund and not expended or allocated by JH Funds for actual or budgeted Distribution Expenses and Service Expenses during such fiscal year will be promptly returned to the Fund. Article IV. Expenses Borne by the Fund Notwithstanding any other provision of this Plan, the Fund and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the respective expenses to be borne by them under the Investment Management Contract, dated December 2, 1996, as from time to time continued and amended (the "Management Contract"), and under the Fund's current prospectus as it is from time to time in effect. Except as otherwise contemplated by this Plan, the Fund shall not, directly or indirectly, engage in financing any activity which is primarily intended to or should reasonably result in the sale of shares of the Fund. Article V. Approval by Trustees, etc. This Plan shall not take effect until it has been approved, together with any related agreements, by votes, cast in person at a meeting called for the purpose of voting on this Plan or such agreements, of a majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of (a) all of the Trustees of the Fund and (b) those Trustees of the Fund who are not "interested persons" of the Fund, as such term may be from time to time defined under the Act, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Independent Trustees"). Article VI. Continuance This Plan and any related agreements shall continue in effect for so long as such continuance is specifically approved at least annually in advance in the manner provided for the approval of this Plan in Article V. 2 Article VII. Information JH Funds shall furnish the Fund and its Trustees quarterly, or at such other intervals as the Fund shall specify, a written report of amounts expended or incurred for Distribution Expenses and Service Expenses pursuant to this Plan and the purposes for which such expenditures were made and such other information as the Trustees may request. Article VIII. Termination This Plan may be terminated (a) at any time by vote of a majority of the Trustees, a majority of the Independent Trustees, or a majority of the Fund's outstanding voting Class A shares, or (b) by JH Funds on 60 days' notice in writing to the Fund. Article IX. Agreements Each agreement with any person relating to implementation of this Plan shall be in writing, and each agreement related to this Plan shall provide: (a) That, with respect to the Fund, such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the Fund's then outstanding voting Class A shares. (b) That such agreement shall terminate automatically in the event of its assignment. Article X. Amendments This Plan may not be amended to increase the maximum amount of the fees payable by the Fund hereunder without the approval of a majority of the outstanding voting Class A shares of the Fund. No material amendment to the Plan shall, in any event, be effective unless it is approved in the same manner as is provided for approval of this Plan in Article V. Article XI. Limitation of Liability The names "John Hancock Series Trust" and "John Hancock Global Technology Fund" are the designations of the Trustees under the Declaration of Trust, dated September 10, 1996, as amended and restated from time to time. The Declaration of Trust has been filed with the Secretary of State of the Commonwealth of Massachusetts. The obligations of the Trust and the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound. No series of the Trust shall be responsible for the obligations of any other series of the Trust. 3 IN WITNESS WHEREOF, the Fund has executed this amended and restated Distribution Plan effective as of the 2nd day of December, 1996 in Boston, Massachusetts. JOHN HANCOCK SERIES TRUST -- JOHN HANCOCK GLOBAL TECHNOLOGY FUND By: /s/Anne C. Hodsdon -------------------------------- Anne C. Hodsdon President JOHN HANCOCK FUNDS, INC. By: /s/ Edward J. Boudreau, Jr. -------------------------------- Edward J. Boudreau, Jr. Chairman, President & CEO 4 EX-99.B15.1 11 12B-1 PLAN GLOBAL TECHNOLOGY FUND - CLASS B JOHN HANCOCK SERIES TRUST - JOHN HANCOCK GLOBAL TECHNOLOGY FUND Class B Shares December 2, 1996 Article I. This Plan This Distribution Plan (the "Plan") sets forth the terms and conditions on which John Hancock Series Trust (the "Trust") on behalf of John Hancock Global Technology Fund (the "Fund"), a series portfolio of the Trust, on behalf of its Class B shares, will, after the effective date hereof, pay certain amounts to John Hancock Funds, Inc. ("JH Funds") in connection with the provision by JH Funds of certain services to the Fund and its Class B shareholders, as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the Securities and Exchange Commission, as from time to time amended (the "Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute the financing of distribution by the Fund of its shares. This Plan describes all material aspects of such financing as contemplated by the Rule and shall be administered and interpreted, and implemented and continued, in a manner consistent with the Rule. The Fund and JH Funds heretofore entered into a Distribution Agreement, dated December 2, 1996 (the "Agreement"), the terms of which, as heretofore and from time to time continued, are incorporated herein by reference. Article II. Distribution and Service Expenses The Fund shall pay to JH Funds a fee in the amount specified in Article III hereof. Such fee may be spent by JH Funds on any activities or expenses primarily intended to result in the sale of Class B shares of the Fund, including, but not limited to the payment of Distribution Expenses (as defined below) and Service Expenses (as defined below). Distribution Expenses include but are not limited to, (a) initial and ongoing sales compensation out of such fee as it is received by JH Funds or other broker-dealers ("Selling Brokers") that have entered into an agreement with JH Funds for the sale of Class B shares of the Fund, (b) direct out-of pocket expenses incurred in connection with the distribution of Class B shares of the Fund, including expenses related to printing of prospectuses and reports to other than existing Class B shareholders of the Fund, and preparation, printing and distribution of sales literature and advertising materials, (c) an allocation of overhead and other branch office expenses of JH Funds related to the distribution of Class B shares of the Fund, (d) interest expenses on unreimbursed distribution expenses related to Class B shares, as described in Article IV and (e) distribution expenses incurred in connection with the distribution of a corresponding class of any open-end, registered investment company which sells all or substantially all its assets to the Fund or which merges or otherwise combines with the Fund. Service Expenses include payments made to, or on account of account executives of selected broker-dealers (including affiliates of JH Funds) and others who furnish personal and shareholder account maintenance services to Class B shareholders of the Fund. Article III. Maximum Expenditures The expenditures to be made by the Fund pursuant to this Plan, and the basis upon which such expenditures will be made, shall be determined by the Fund, and in no event shall such expenditures exceed 1.00% of the average daily net asset value of the Class B shares of the Fund (determined in accordance with the Fund's prospectus as from time to time in effect) on an annual basis to cover Distribution Expenses and Service Expenses, provided that the portion of such fee used to cover Service Expenses, shall not exceed an annual rate of up to 0.25% of the average daily net asset value of the Class B shares of the Fund. Such expenditures shall be calculated and accrued daily and paid monthly or at such other intervals as the Trustees shall determine. Article IV. Unreimbursed Distribution Expenses In the event that JH Funds is not fully reimbursed for payments made or expenses incurred by it as contemplated hereunder, in any fiscal year, JH Funds shall be entitled to carry forward such expenses to subsequent fiscal years for submission to the Class B shares of the Fund for payment, subject always to the annual maximum expenditures set forth in Article III hereof; provided, however, that nothing herein shall prohibit or limit the Trustees from terminating this Plan and all payments hereunder at any time pursuant to Article IX hereof. Article V. Expenses Borne by the Fund Notwithstanding any other provision of this Plan, the Trust, the Fund and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the respective expenses to be borne by them under the Investment Management Contract between them, dated December 2, 1996 as from time to time continued and amended (the "Management Contract"), and under the Fund's current prospectus as it is from time to time in effect. Except as otherwise contemplated by this Plan, the Trust and the Fund shall not, directly or indirectly, engage in financing any activity which is primarily intended to or should reasonably result in the sale of shares of the Fund. Article VI. Approval by Trustees, etc. This Plan shall not take effect until it has been approved, together with any related agreements, by votes, cast in person at a meeting called for the purpose of voting on this Plan or such agreements, of a majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of (a) all of the Trustees of the Fund and (b) those Trustees of the Fund who are not "interested persons" of the Fund, as such term may be from time to time defined under the Act, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Independent Trustees"). Article VII. Continuance This Plan and any related agreements shall continue in effect for so long as such continuance is specifically approved at least annually in advance in the manner provided for the approval of this Plan in Article VI. 2 Article VIII. Information JH Funds shall furnish the Fund and its Trustees quarterly, or at such other intervals as the Fund shall specify, a written report of amounts expended or incurred for Distribution Expenses and Services Expenses pursuant to this Plan and the purposes for which such expenditures were made and such other information as the Trustees may request. Article IX. Termination This Plan may be terminated (a) at any time by vote of a majority of the Trustees, a majority of the Independent Trustees, or a majority of the Fund's outstanding voting Class B shares, or (b) by JH Funds on 60 days' notice in writing to the Fund. Article X. Agreements Each Agreement with any person relating to implementation of this Plan shall be in writing, and each agreement related to this Plan shall provide: (a) That, with respect to the Fund, such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the Fund's then outstanding Class B shares. (b) That such agreement shall terminate automatically in the event of its assignment. Article XI. Amendments This Plan may not be amended to increase the maximum amount of the fees payable by the Fund hereunder without the approval of a majority of the outstanding voting Class B shares of the Fund. No material amendment to the Plan shall, in any event, be effective unless it is approved in the same manner as is provided for approval of this Plan in Article VII. Article XII. Limitation of Liability The names "John Hancock Series Trust" and "John Hancock Global Technology Fund" are the designations of the Trustees under the Declaration of Trust, dated September 10, 1996, as amended and restated from time to time. The Declaration of Trust has been filed with the Secretary of State of the Commonwealth of Massachusetts. The obligations of the Trust and the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound. No series of the Trust shall be responsible for the obligations of any other series of the Trust. 3 IN WITNESS WHEREOF, the Fund has executed this amended and restated Distribution Plan effective as of the 2nd day of December, 1996 in Boston, Massachusetts. JOHN HANCOCK SERIES TRUST -- JOHN HANCOCK GLOBAL TECHNOLOGY FUND By: /s/Anne C. Hodsdon -------------------------------- Anne C. Hodsdon President JOHN HANCOCK FUNDS, INC. By: /s/Edward J. Boudreau, Jr. -------------------------------- Edward J. Boudreau, Jr. Chairman, President & CEO 4 EX-99.B15.2 12 12B-1 PLAN EMERGING GROWTH FUND - CLASS A JOHN HANCOCK SERIES TRUST - JOHN HANCOCK EMERGING GROWTH FUND Class A Shares December 2, 1996 Article I. This Plan This Distribution Plan (the "Plan") sets forth the terms and conditions on which John Hancock Series Trust (the "Trust") on behalf of John Hancock Emerging Growth Fund (the "Fund"), a series portfolio of the Trust, on behalf of its Class A shares, will, after the effective date hereof, pay certain amounts to John Hancock Funds, Inc. ("JH Funds") in connection with the provision by JH Funds of certain services to the Fund and its Class A shareholders, as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the Securities and Exchange Commission, as from time to time amended (the "Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute the financing of distribution by the Fund of its shares. This Plan describes all material aspects of such financing as contemplated by the Rule and shall be administered and interpreted, and implemented and continued, in a manner consistent with the Rule. The Fund and JH Funds heretofore entered into a Distribution Agreement, dated December 2, 1996, (the "Agreement"), the terms of which, as heretofore and from time to time continued, are incorporated herein by reference. Article II. Distribution and Service Expenses The Fund shall pay to JH Funds a fee in the amount specified in Article III hereof. Such fee may be spent by JH Funds on any activities or expenses primarily intended to result in the sale of Class A shares of the Fund, including, but not limited to the payment of Distribution Expenses (as defined below) and Service Expenses (as defined below). Distribution Expenses include but are not limited to, (a) initial and ongoing sales compensation out of such fee as it is received by JH Funds or other broker-dealers ("Selling Brokers") that have entered into an agreement with JH Funds for the sale of Class A shares of the Fund, (b) direct out-of-pocket expenses incurred in connection with the distribution of Class A shares of the Fund, including expenses related to printing of prospectuses and reports to other than existing Class A shareholders of the Fund, and preparation, printing and distribution of sales literature and advertising materials, (c) an allocation of overhead and other branch office expenses of JH Funds related to the distribution of Class A shares of the Fund and (d) distribution expenses incurred in connection with the distribution of a corresponding class of any open-end, registered investment company which sells all or substantially all of its assets to the Fund or which merges or otherwise combines with the Fund. Service Expenses include payments made to, or on account of, account executives of selected broker-dealers (including affiliates of JH Funds) and others who furnish personal and shareholder account maintenance services to Class A shareholders of the Fund. Article III. Maximum Expenditures The expenditures to be made by the Fund pursuant to this Plan, and the basis upon which such expenditures will be made, shall be determined by the Fund, and in no event shall such expenditures exceed 0.25% of the average daily net asset value of the Class A shares of the Fund (determined in accordance with the Fund's prospectus as from time to time in effect) on an annual basis to cover Distribution Expenses and Service Expenses, provided that the portion of such fee used to cover service expenses shall not exceed an annual rate of up to 0.25% of the average daily net asset value of the Class A shares of the Fund. Such expenditures shall be calculated and accrued daily and paid monthly or at such other intervals as the Trustees shall determine. In the event JH Funds is not fully reimbursed for payments made or other expenses incurred by it under this Plan, such expenses will not be carried beyond one year from the date such expenses were incurred. Any fees paid to JH Funds under this Plan during any fiscal year of the Fund and not expended or allocated by JH Funds for actual or budgeted Distribution Expenses and Service Expenses during such fiscal year will be promptly returned to the Fund. Article IV. Expenses Borne by the Fund Notwithstanding any other provision of this Plan, the Fund and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the respective expenses to be borne by them under the Investment Management Contract, dated December 2, 1996, as from time to time continued and amended (the "Management Contract"), and under the Fund's current prospectus as it is from time to time in effect. Except as otherwise contemplated by this Plan, the Fund shall not, directly or indirectly, engage in financing any activity which is primarily intended to or should reasonably result in the sale of shares of the Fund. Article V. Approval by Trustees, etc. This Plan shall not take effect until it has been approved, together with any related agreements, by votes, cast in person at a meeting called for the purpose of voting on this Plan or such agreements, of a majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of (a) all of the Trustees of the Fund and (b) those Trustees of the Fund who are not "interested persons" of the Fund, as such term may be from time to time defined under the Act, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Independent Trustees"). Article VI. Continuance This Plan and any related agreements shall continue in effect for so long as such continuance is specifically approved at least annually in advance in the manner provided for the approval of this Plan in Article V. 2 Article VII. Information JH Funds shall furnish the Fund and its Trustees quarterly, or at such other intervals as the Fund shall specify, a written report of amounts expended or incurred for Distribution Expenses and Service Expenses pursuant to this Plan and the purposes for which such expenditures were made and such other information as the Trustees may request. Article VIII. Termination This Plan may be terminated (a) at any time by vote of a majority of the Trustees, a majority of the Independent Trustees, or a majority of the Fund's outstanding voting Class A shares, or (b) by JH Funds on 60 days' notice in writing to the Fund. Article IX. Agreements Each agreement with any person relating to implementation of this Plan shall be in writing, and each agreement related to this Plan shall provide: (a) That, with respect to the Fund, such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the Fund's then outstanding voting Class A shares. (b) That such agreement shall terminate automatically in the event of its assignment. Article X. Amendments This Plan may not be amended to increase the maximum amount of the fees payable by the Fund hereunder without the approval of a majority of the outstanding voting Class A shares of the Fund. No material amendment to the Plan shall, in any event, be effective unless it is approved in the same manner as is provided for approval of this Plan in Article V. Article XI. Limitation of Liability The names "John Hancock Series Trust" and "John Hancock Emerging Growth Fund" are the designations of the Trustees under the Declaration of Trust, dated September 10, 1996, as amended and restated from time to time. The Declaration of Trust has been filed with the Secretary of State of the Commonwealth of Massachusetts. The obligations of the Trust and the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound. No series of the Trust shall be responsible for the obligations of any other series of the Trust. 3 IN WITNESS WHEREOF, the Fund has executed this amended and restated Distribution Plan effective as of the 2nd day of December, 1996 in Boston, Massachusetts. JOHN HANCOCK SERIES TRUST -- JOHN HANCOCK EMERGING GROWTH FUND By: /s/Anne C. Hodsdon ----------------------------- Anne C. Hodsdon President JOHN HANCOCK FUNDS, INC. By: /s/ Edward J. Boudreau, Jr. ----------------------------- Edward J. Boudreau, Jr. Chairman, President & CEO 4 EX-99.B15.3 13 12B-1 PLAN EMERGING GROWTH FUND - CLASS B JOHN HANCOCK SERIES TRUST - JOHN HANCOCK EMERGING GROWTH FUND Class B Shares December 2, 1996 Article I. This Plan This Distribution Plan (the "Plan") sets forth the terms and conditions on which John Hancock Series Trust (the "Trust") on behalf of John Hancock Emerging Growth Fund (the "Fund"), a series portfolio of the Trust, on behalf of its Class B shares, will, after the effective date hereof, pay certain amounts to John Hancock Funds, Inc. ("JH Funds") in connection with the provision by JH Funds of certain services to the Fund and its Class B shareholders, as set forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the Securities and Exchange Commission, as from time to time amended (the "Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute the financing of distribution by the Fund of its shares. This Plan describes all material aspects of such financing as contemplated by the Rule and shall be administered and interpreted, and implemented and continued, in a manner consistent with the Rule. The Fund and JH Funds heretofore entered into a Distribution Agreement, dated December 2, 1996 (the "Agreement"), the terms of which, as heretofore and from time to time continued, are incorporated herein by reference. Article II. Distribution and Service Expenses The Fund shall pay to JH Funds a fee in the amount specified in Article III hereof. Such fee may be spent by JH Funds on any activities or expenses primarily intended to result in the sale of Class B shares of the Fund, including, but not limited to the payment of Distribution Expenses (as defined below) and Service Expenses (as defined below). Distribution Expenses include but are not limited to, (a) initial and ongoing sales compensation out of such fee as it is received by JH Funds or other broker-dealers ("Selling Brokers") that have entered into an agreement with JH Funds for the sale of Class B shares of the Fund, (b) direct out-of pocket expenses incurred in connection with the distribution of Class B shares of the Fund, including expenses related to printing of prospectuses and reports to other than existing Class B shareholders of the Fund, and preparation, printing and distribution of sales literature and advertising materials, (c) an allocation of overhead and other branch office expenses of JH Funds related to the distribution of Class B shares of the Fund, (d) interest expenses on unreimbursed distribution expenses related to Class B shares, as described in Article IV and (e) distribution expenses incurred in connection with the distribution of a corresponding class of any open-end, registered investment company which sells all or substantially all its assets to the Fund or which merges or otherwise combines with the Fund. Service Expenses include payments made to, or on account of account executives of selected broker-dealers (including affiliates of JH Funds) and others who furnish personal and shareholder account maintenance services to Class B shareholders of the Fund. Article III. Maximum Expenditures The expenditures to be made by the Fund pursuant to this Plan, and the basis upon which such expenditures will be made, shall be determined by the Fund, and in no event shall such expenditures exceed 1.00% of the average daily net asset value of the Class B shares of the Fund (determined in accordance with the Fund's prospectus as from time to time in effect) on an annual basis to cover Distribution Expenses and Service Expenses, provided that the portion of such fee used to cover Service Expenses, shall not exceed an annual rate of up to 0.25% of the average daily net asset value of the Class B shares of the Fund. Such expenditures shall be calculated and accrued daily and paid monthly or at such other intervals as the Trustees shall determine. Article IV. Unreimbursed Distribution Expenses In the event that JH Funds is not fully reimbursed for payments made or expenses incurred by it as contemplated hereunder, in any fiscal year, JH Funds shall be entitled to carry forward such expenses to subsequent fiscal years for submission to the Class B shares of the Fund for payment, subject always to the annual maximum expenditures set forth in Article III hereof; provided, however, that nothing herein shall prohibit or limit the Trustees from terminating this Plan and all payments hereunder at any time pursuant to Article IX hereof. Article V. Expenses Borne by the Fund Notwithstanding any other provision of this Plan, the Trust, the Fund and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the respective expenses to be borne by them under the Investment Management Contract between them, dated December 2, 1996 as from time to time continued and amended (the "Management Contract"), and under the Fund's current prospectus as it is from time to time in effect. Except as otherwise contemplated by this Plan, the Trust and the Fund shall not, directly or indirectly, engage in financing any activity which is primarily intended to or should reasonably result in the sale of shares of the Fund. Article VI. Approval by Trustees, etc. This Plan shall not take effect until it has been approved, together with any related agreements, by votes, cast in person at a meeting called for the purpose of voting on this Plan or such agreements, of a majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of (a) all of the Trustees of the Fund and (b) those Trustees of the Fund who are not "interested persons" of the Fund, as such term may be from time to time defined under the Act, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Independent Trustees"). Article VII. Continuance This Plan and any related agreements shall continue in effect for so long as such continuance is specifically approved at least annually in advance in the manner provided for the approval of this Plan in Article VI. 2 Article VIII. Information JH Funds shall furnish the Fund and its Trustees quarterly, or at such other intervals as the Fund shall specify, a written report of amounts expended or incurred for Distribution Expenses and Services Expenses pursuant to this Plan and the purposes for which such expenditures were made and such other information as the Trustees may request. Article IX. Termination This Plan may be terminated (a) at any time by vote of a majority of the Trustees, a majority of the Independent Trustees, or a majority of the Fund's outstanding voting Class B shares, or (b) by JH Funds on 60 days' notice in writing to the Fund. Article X. Agreements Each Agreement with any person relating to implementation of this Plan shall be in writing, and each agreement related to this Plan shall provide: (a) That, with respect to the Fund, such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the Fund's then outstanding Class B shares. (b) That such agreement shall terminate automatically in the event of its assignment. Article XI. Amendments This Plan may not be amended to increase the maximum amount of the fees payable by the Fund hereunder without the approval of a majority of the outstanding voting Class B shares of the Fund. No material amendment to the Plan shall, in any event, be effective unless it is approved in the same manner as is provided for approval of this Plan in Article VII. Article XII. Limitation of Liability The names "John Hancock Series Trust" and "John Hancock Emerging Growth Fund" are the designations of the Trustees under the Declaration of Trust, dated September 10, 1996, as amended and restated from time to time. The Declaration of Trust has been filed with the Secretary of State of the Commonwealth of Massachusetts. The obligations of the Trust and the Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound. No series of the Trust shall be responsible for the obligations of any other series of the Trust. 3 IN WITNESS WHEREOF, the Fund has executed this amended and restated Distribution Plan effective as of the 2nd day of December, 1996 in Boston, Massachusetts. JOHN HANCOCK SERIES TRUST -- JOHN HANCOCK EMERGING GROWTH FUND By: /s/ Anne C. Hodsdon ----------------------------- Anne C. Hodsdon President JOHN HANCOCK FUNDS, INC. By: /s/Edward J. Boudreau, Jr. ----------------------------- Edward J. Boudreau, Jr. Chairman, President & CEO 4 EX-27.1A 14 GLOBAL TECHNOLOGY FUND - CLASS A
6 021 JOHN HANCOCK GLOBAL TECHNOLOGY SERIES - CLASS A YEAR OCT-31-1996 JAN-01-1996 OCT-31-1996 147,309,448 216,075,865 1,463,029 12,224 0 217,551,118 256,200 0 335,880 592,080 0 138,019,467 6,435,849 6,324,664 (11,949) 0 10,184,343 0 68,767,177 216,959,038 248,387 1,281,066 0 2,968,202 (1,438,749) 10,184,343 2,282,873 11,028,467 0 0 0 0 5,635,772 (5,524,587) 0 26,204,200 0 0 0 0 1,366,434 0 2,968,202 161,414,670 24.51 (0.14) 1.42 0 0 0 25.79 1.57 0 0
EX-27.1B 15 GLOBAL TECHNOLOGY FUND - CLASS B
6 022 JOHN HANCOCK GLOBAL TECHNOLOGY SERIES - CLASS B YEAR OCT-31-1996 JAN-01-1996 OCT-31-1996 147,309,448 216,075,865 1,463,029 12,224 0 217,551,118 256,200 0 335,880 592,080 0 138,019,467 2,021,751 1,484,627 (11,949) 0 10,184,343 0 68,767,177 216,959,038 248,387 1,281,066 0 2,968,202 (1,438,749) 10,184,343 2,282,873 11,028,467 0 0 0 0 1,368,160 (849,036) 0 26,204,200 0 0 0 0 1,366,434 0 2,968,202 45,132,327 24.08 (0.28) 1.40 0 0 0 25.20 2.27 0 0
EX-27.2A 16 EMERGING GROWTH FUND - CLASS A
6 101 JOHN HANCOCK EMERGING GROWTH FUND - CLASS A 12-MOS OCT-31-1996 NOV-01-1995 OCT-31-1996 351,139,009 663,158,200 9,462,629 616,050 0 673,236,879 2,444,400 0 1,297,582 3,471,982 0 343,946,537 5,345,387 4,973,680 (36,404) 0 13,833,527 0 312,021,237 669,764,897 2,134,777 795,578 0 11,624,106 (8,693,751) 20,303,665 66,455,826 78,065,740 0 0 0 0 10,344,259 9,972,552 0 96,806,140 0 (6,469,900) 0 0 4,796,777 0 11,624,106 202,801,504 36.09 (0.34) 5.13 0 0 0 40.88 1.32 0 0
EX-27.2B 17 EMERGING GROWTH FUND - CLASS B
6 102 JOHN HANCOCK EMERGING GROWTH FUND - CLASS B 12-MOS OCT-31-1996 NOV-01-1995 OCT-31-1996 351,139,009 663,158,200 9,462,629 616,050 0 673,236,879 2,444,400 0 1,297,582 3,471,982 0 343,946,537 11,533,948 11,309,413 (36,404) 0 13,833,527 0 312,021,237 669,764,897 2,134,777 795,578 0 11,624,106 (8,693,751) 20,303,665 66,455,826 78,065,740 0 0 0 0 8,954,690 8,730,155 0 96,806,140 0 (6,469,900) 0 0 4,796,777 0 11,624,106 436,614,376 34.79 (0.60) 4.94 0 0 0 39.13 2.05 0 0
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