Edgar Filing: JOHN HANCOCK PREFERRED INCOME FUND II

As filed with the Securities and Exchange Commission on February 3, 2006.

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

FILE NUMBER 811-21202

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

[X] Filed by the Registrant

[ ] Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

JOHN HANCOCK PREFERRED INCOME FUND II
(Name of Registrant as Specified in Its Charter)

JOHN HANCOCK PREFERRED INCOME FUND II
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).

[ ] Fee paid previously with preliminary materials.

[X] No fee required.

[LOGO]
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JOHN HANCOCK FUNDS

John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund

February 3, 2006

Dear Fellow Shareholder:

As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Wednesday, March 22, 2006 at 9:00
A.M., Eastern Time, to be held at John Hancock Funds, 601 Congress Street,
Boston, MA 02210-2805.

The proposals set forth in the enclosed proxy statement are routine items. A
routine item is one which occurs annually and makes no fundamental or material
changes to a fund's investment objectives, policies or restrictions, or to the
investment management contracts.

Elect your fund's Board of Trustees

For each fund, proposal number one asks common shareholders to elect three
Trustees and preferred shareholders to elect one Trustee. Trustees will serve
until their respective successors are elected and qualified. Your proxy
statement includes a brief description of each nominee's background.

Ratify the Trustees' selection of public accountants

For each fund, proposal number two asks you to ratify or reject the Trustees'
selection of PricewaterhouseCoopers LLP as each fund's independent registered
public accounting firm for the fund's current fiscal year.

Your vote is important!

Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage-paid return envelope has been
provided. Your prompt response will help avoid the cost of additional mailings
at your fund's expense.

If you have any questions, please call 1-800-852-0218, Monday through Friday,
between 9:00 A.M. and 7:00 P.M., Eastern Time.

Thank you in advance for your prompt action on this very important matter.

Sincerely,

/s/ Kieth F. Hartstein

Keith F. Hartstein
Chief Executive Officer

P811PX 2/06

JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
601 Congress Street, Boston, Massachusetts 02210

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held March 22, 2006

This is the formal agenda for your fund's shareholder meeting. It tells you
what matters will be voted on and the time and place of the meeting, in case
you want to attend in person.

To the Shareholders of:
John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund

A shareholder meeting for each fund will be held at 601 Congress Street,
Boston, Massachusetts on Wednesday, March 22, 2006 at 9:00 A.M., Eastern Time,
and shareholders of each fund will consider the following proposals:

(1) To elect Trustees to serve until their respective successors are duly
elected and qualified. Common shareholders may elect three Trustees and
preferred shareholders may elect one Trustee.

(2) To ratify or reject the Trustees' selection of PricewaterhouseCoopers
LLP as the fund's independent registered public accounting firm for the
fund's current fiscal year.

(3) To transact such other business as may properly come before the meeting
or any adjournment of the meeting.

Your Trustees recommend that you vote in favor of all proposals.

Shareholders of record of each fund as of the close of business on January 20,
2006, are entitled to notice of and to vote at the fund's annual meeting and at
any related follow-up meeting. The proxy statement and proxy card are being
mailed to shareholders on or about February 3, 2006.

Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy in the accompanying envelope. No postage is necessary if mailed
in the United States.

By order of the Boards of Trustees,

Alfred P. Ouellette
Assistant Vice President and Assistant
Secretary

February 3, 2006

ANNUAL MEETING OF SHAREHOLDERS
To Be Held On March 22, 2006

PROXY STATEMENT

This proxy statement contains the information you should know before
voting on the proposals described in the notice. Each fund will furnish without
charge a copy of its Annual Report and/or Semiannual Report to any shareholder
upon request. If you would like a copy of your fund's report, please send a
written request to the attention of the fund at 601 Congress Street, Boston,
Massachusetts 02210, or call John Hancock Funds at 1-800-892-9552.

This proxy statement is being used by each fund's Trustees to solicit
proxies to be voted at the annual meeting of each fund's shareholders. The
meetings will be held at 601 Congress Street, Boston, Massachusetts on
Wednesday, March 22, 2006 at 9:00 A.M., Eastern Time.

o John Hancock Preferred Income Fund ("Preferred Income");

o John Hancock Preferred Income Fund II ("Preferred Income II");

o John Hancock Preferred Income Fund III ("Preferred Income III");

o John Hancock Tax-Advantaged Dividend Income Fund ("Tax-Advantaged
Dividend").

If you sign the enclosed proxy card and return it in time to be voted at
the meeting, your shares will be voted in accordance with your instructions.
Signed proxies with no instructions will be voted FOR all proposals. If you
want to revoke your proxy, you may do so before it is exercised at the meeting
by filing a written notice of revocation with the fund at 601 Congress Street,
Boston, Massachusetts 02210, by returning a signed proxy with a later date
before the meeting, or if attending the meeting of your fund and voting in
person, by notifying your fund's secretary (without complying with any
formalities) at any time before your proxy is voted.

Record Ownership
The Trustees of each fund have fixed the close of business on January 20,
2006 as the record date to determine which shareholders are entitled to vote at
the meeting. Common and preferred shareholders of each fund are entitled to one
vote per share on all business of the meetings or any postponement of the
meeting relating to their fund and respective share class. On the record date,
the following number of shares of beneficial interest of each fund were
outstanding:

Fund Common Shares Preferred Shares
-------------------------------- --------------- -----------------

Preferred Income 25,732,207 11,200
Preferred Income II 21,059,736 10,160
Preferred Income III 31,280,764 14,000
Tax-Advantaged Dividend Income 42,077,487 15,200

The funds' management does not know of anyone who beneficially owned more
than 5% of either class of any fund's shares outstanding as of the record date.
(Beneficial ownership means voting power and/or investment power, which
includes the power to dispose of shares.)

Although the annual meetings of the funds are being held jointly and
proxies are being solicited through the use of this joint proxy statement,
shareholders of each fund will vote separately as to proposals affecting their
fund.

PROPOSAL 1

ELECTION OF TRUSTEES
(Common Shares and Preferred Shares of each fund)

General
Each fund's Board of Trustees consists of nine members. Holders of the
Common Shares are entitled to elect seven Trustees and holders of the Preferred
Shares are entitled to elect two Trustees. Messrs. Boyle, Carlin, Chapman,
Cunningham, Ladner, Moore and Pruchansky have been designated as subject to
election by holders of the Common Shares of each fund. Mr. Dion and Ms. McGill
Peterson have been designated as subject to election by holders of the
Preferred Shares of each fund.

Each Board of Trustees is divided into three staggered term classes
containing three Trustees. The term of one class expires each year, and no term
continues for more than three years after the applicable election. Each class
of Trustees will stand for election at the conclusion of their respective
three-year terms. Classifying the Trustees in this manner may prevent
replacement of a majority of the Trustees for up to a two-year period.

As of the date of this proxy, each nominee for election currently serves
as Trustee of each fund. Using the enclosed proxy card, you may authorize the
proxies to vote your shares for the nominees representing your shares or you
may withhold from the proxies authority to vote your shares for one or more of
the nominees representing your shares. If no contrary instructions are given,
the proxies will vote FOR the nominees. Each of the nominees has consented to
his or her nomination and has agreed to serve if elected. If, for any reason,
any nominee should not be available for election or able to serve as a Trustee,
the proxies will exercise their voting power in favor of such substitute
nominee, if any, as the funds' Trustees may designate. The funds have no reason
to believe that it will be necessary to designate a substitute nominee.

Proposal 1
For each fund, Messrs. Boyle, Ladner and Moore are the current nominees
for election by the Common Shareholders and Mr. Dion is the current nominee for
election by the Preferred Shareholders.

Vote Required For Proposal 1
The vote of a plurality of the votes cast by the Common Shares and the
Preferred Shares, voting as separate classes, of a fund is sufficient to elect
the Common Shares' and Preferred Shares' respective nominees of that fund.

Information Concerning Trustees
The following table sets forth certain information regarding the nominees
for election to the Boards. The table shows his or her principal occupation or
employment and other directorships during the past five years and the number of
John Hancock funds overseen by the Trustee. The table also lists the Trustees
who are not currently standing for election: The terms of Mr. Pruchansky, Mr.
Boyle and Ms. McGill Peterson will expire at the 2007 annual meeting and the
terms of Messrs. Carlin, Chapman and Cunningham will expire at the 2008 annual
meeting.

Number of
Name, (Age), Address(1) Principal Occupation(s) and other Directorships Trustee John Hancock
and Position with the Funds During the Past Five Years Since Funds Overseen
------------------------------------ ----------------------------------------------------------- ------------------- ---------------

NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2009

Ronald R. Dion+ Chairman and Chief Executive Officer, R. M. Bradley 2002 (A-B) 53
(Age 59) & Co., Inc.; Director, The New England Council and 2003 (C)
Chairman and Massachusetts Roundtable; Director, Boston Stock 2004 (D)
Independent Trustee Exchange; Trustee, North Shore Medical Center;
Director, BJ's Wholesale Club, Inc. and a Corporator of
the Eastern Bank; Trustee, Emmanuel College; Director,
Boston Municipal Research Bureau; Member of the
Advisory Board, Carroll Graduate School of
Management at Boston College.

Charles L. Ladner Chairman and Trustee, Dunwoody Village, Inc. 2002 (A-B) 143
(Age 67) (retirement services) (until 2003); Senior Vice President 2003 (C)
Independent Trustee and Chief Financial Officer, UGI Corporation (public 2004 (D)
utility holding company) (retired 1998); Vice President
and Director for AmeriGas, Inc. (retired 1998);
Director of AmeriGas Partners, L.P. (gas distribution)
(until 1997); Director, EnergyNorth, Inc. (until 1995);
Director, Parks and History Association (since 2001).

John A. Moore President and Chief Executive Officer, Institute for 2002 (A-B) 53
(Age 66) Evaluating Health Risks, (nonprofit institution) (until 2003 (C)
Independent Trustee 2001); Chief Scientist, Sciences International (health 2004 (D)
research) (until 2003); Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT (nonprofit
research) (since 2002).

NOMINEE FOR ELECTION
TERM TO EXPIRE IN 2007

James R. Boyle* Chairman and Director, John Hancock Advisers, LLC 2005 (A-D) 184
(Age 46) (the "Adviser"), The Berkeley Financial Group, LLC
Non-Independent Trustee ("The Berkeley Group") (holding company) and John
Hancock Funds, LLC. ("John Hancock Funds")
(since 2005); President, John Hancock Annuities;
Executive Vice President, John Hancock Life Insurance
Company (since 2004); President U.S. Annuities;
Senior Vice President, The Manufacturers Life
Insurance Company (U.S.A) (prior to 2004).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2007

Patti McGill Peterson+ Executive Director, Council for International Exchange 2002 (A-B) 53
(Age 62) of Scholars and Vice President, Institute of 2003 (C)
Independent Trustee International Education (since 1998); Senior Fellow, 2004 (D)
Cornell Institute of Public Affairs, Cornell University
(until December 1998); Former President of Wells
College and St. Lawrence University; Director, Niagara
Mohawk Power Corporation (electric utility) (until
2003); Director, Ford Foundation, International
Fellowships Program (since 2002); Director, Lois Roth
Endowment (since 2002); Director, Council for
International Educational Exchange (since 2003).

Steven R. Pruchansky Chairman and Chief Executive Officer, Greenscapes of 2002 (A-B) 53
(Age 61) Southwest Florida, Inc. (since 2000); Director and 2003 (C)
Independent Trustee President, Greenscapes of Southwest Florida, Inc. (until 2004 (D)
2000); Managing Director, JonJames, LLC (real estate)
(since 2001); Director, First Signature Bank & Trust
Company (until 1991); Director, Mast Realty Trust
(until 1994); President, Maxwell Building Corp.
(until 1991).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2008

James F. Carlin Director and Treasurer, Alpha Analytical Inc. (analytical 2002 (A-B) 53
(Age 65) laboratory) (since 1985); Part Owner and Treasurer, 2003 (C)
Independent Trustee Lawrence Carlin Insurance Agency, Inc. (since 1995); 2004 (D)
Part Owner and Vice President, Mone Lawrence Carlin
Insurance Agency, Inc. (since 1996); Director and
Treasurer, Rizzo Associates (engineering) (until 2000);
Chairman and CEO, Carlin Consolidated, Inc.
(management/investments) (since 1987); Director and
Partner, Proctor Carlin & Co., Inc. (until 1999);
Trustee, Massachusetts Health and Education Tax
Exempt Trust (since 1993); Director of the following:
Uno Restaurant Corp. (until 2001), Arbella Mutual
(insurance) (until 2000), HealthPlan Services, Inc.
(until 1999), Flagship Healthcare, Inc. (until 1999),
Carlin Insurance Agency, Inc. (until 1999); Chairman,
Massachusetts Board of Higher Education (until 1999).

Richard P. Chapman Jr. President, and Chief Executive Officer, Brookline 2005 (A-D) 53
(Age 70) Bancorp, Inc. (lending) (since 1972); Director, Lumber
Independent Trustee Insurance Co., (insurance) (until 2000); Chairman
and Director, Northeast Retirement Services, Inc.
(retirement administration) (since 1998).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2008 (continued)

William H. Cunningham Former Chancellor, University of Texas System and 2002 (A-B) 143
(Age 62) former President of the University of Texas, Austin, 2003 (C)
Independent Trustee Texas; Chairman and CEO, IBT Technologies (until 2004 (D)
2001); Director of the following: Hire.com (until
2004), STC Broadcasting, Inc. and Sunrise Television
Corp. (until 2001), Symtx, Inc. (electronic
manufacturing) (since 2001), Adorno/Rogers
Technology, Inc. (until 2004), Pinnacle Foods
Corporation (until 2003), rateGenius (until 2003),
Jefferson-Pilot Corporation (diversified life insurance
company), New Century Equity Holdings (formerly
Billing Concepts) (until 2001), eCertain (until 2001),
ClassMap.com (until 2001), Agile Ventures (until
2001), AskRed.com (until 2001), Advisory Director, Q
Investments; Advisory (until 2003); Advisory Director,
J.P Morgan-Chase Bank (formerly Texas Commerce
Bank - Austin), LIN Television (since 2002), WilTel
Communications (until 2003) and Hayes Lemmerz
International, Inc. (diversified automotive parts supply
company) (since 2003).

---------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the funds and the Adviser.
+ Trustee representing the holders of the Preferred Shares.
(A) John Hancock Preferred Income Fund
(B) John Hancock Preferred Income Fund II
(C) John Hancock Preferred Income Fund III
(D) John Hancock Tax-Advantaged Dividend Fund

Executive Officers
The table below lists each fund's executive officers.

Name, (Age), Address(1) Principal Occupation(s) Officer
and Position with the Funds During the Past Five Years Since
----------------------------- -------------------------------------------------------- -------------------

Keith F. Hartstein Senior Vice President, Manulife Financial Corporation 2005 (A-D)
(Age 49) (since 2004); Director, President and Chief Executive
President and Chief Officer, the Adviser and The Berkeley Group (holding
Executive Officer company); Director, President and Chief Executive
Officer, John Hancock Funds; Director, President and
Chief Executive Officer, Sovereign Asset Management
LLC ("Sovereign"); Director, John Hancock Signature
Services, Inc.; Director, Chairman and President, NM
Capital Management, Inc. (NM Capital); Chairman,
Investment Company Institute Sales Force Marketing
Committee (since 2003); Executive Vice President,
John Hancock Funds (until 2005).

John G. Vrysen Director, Executive Vice President and Chief Financial 2005 (A-D)
(Age 50) Officer, the Adviser, Sovereign Asset Management LLC,
Executive Vice President the Berkeley Group and John Hancock Funds (since
and Chief Financial 2005); Vice President and General Manager, Fixed
Officer Annuities, U.S. Wealth Management (until 2005).
Vice President, Operations Manulife Wood Logan
July 2000 - September 2004.

William H. King Vice President and Treasurer, each of the John 2002 (A-B)
(Age 53) Hancock funds advised by the Advisers; Vice President, 2003 (C)
Vice President and the Adviser. 2004 (D)
Treasurer

Francis V. Knox, Jr. Vice President and Chief Compliance Officer for John 2005 (A-D)
(Age 58) Hancock Investment Company, John Hancock Life
Vice President and Chief Insurance Company (U.S.A.), John Hancock Life
Compliance Officer Insurance Company and John Hancock Funds (since
2005); Fidelity Investments - Vice President and
Assistant Treasurer, Fidelity Group of Funds (until
2004); Fidelity Investments - Vice President and Ethics
& Compliance Officer (until 2001).

---------
(1) Business address for independent and non-independent Trustees and officers
is 601 Congress Street, Boston, Massachusetts 02210.

Each Trust's board of trustees currently has four standing Committees: the
Audit Committee, the Governance Committee, the Contracts/Operations Committee
and the Investment Performance Committee. Each Committee is comprised of
Independent Trustees who are not "interested persons."

The current membership of each Committee is set forth below.

Audit Governance Contracts/Operations Investment Performance
-------------------------- -------------------------- ----------------------------- -------------------------

Messrs. Chapman, Ladner, All Independent Trustees Messrs. Carlin, Cunningham, All Independent Trustees
Moore and Ms. Peterson Dion and Pruchansky

All members of each fund's Audit Committee are Independent under the New
York Stock Exchange's Revised Listing Rules, and each member is financially
literate with at least one having accounting or financial management expertise.
The Board has adopted a written charter for the Audit Committee, which is
attached as Attachment 1. The Audit Committee recommends to the full Board the
appointment of outside auditors for the fund, monitors and oversees the audits
of the fund, communicates with both independent auditors and internal auditors
on a regular basis and provides a forum for the auditors to report and discuss
any matters they deem appropriate at any time. Each Audit Committee reports
that it has (1) reviewed and discussed each fund's audited financial statements
with management; (2) discussed with the independent auditors the matters
relating to the quality of each fund's financial reporting as required by SAS
61; (3) received written disclosures and an independence letter from the
independent auditors required by Independent Standards Board Standard No. 1,
and discussed with the auditors their independence; and (4), based on these
discussions, recommended to the Board that each fund's financial statements be
included in each fund's annual report for the last fiscal year (see Attachment
2).

All of the Independent Trustees are members of the Governance Committee.
The Governance Committee makes recommendations to the Board on issues related
to corporate governance applicable to the Independent Trustees and to the
composition and operation of the Board, and recommend nominees to serve as
members of the Board. Among other duties, the Governance Committee determines
the compensation paid to the Independent Trustees. All members of the
Governance Committee are Independent under the New York Stock Exchange's
Revised Listing Rules and are Independent Trustees. The Board has adopted a
written charter for the Governance Committee, which is attached as Attachment 3
to this proxy. The Governance Committee selects and nominates for elections
candidates for Independent Trustees. The Trustees who are not Independent
Trustees and the Officers of the fund are nominated and selected by the Board.

In reviewing a potential nominee and in evaluating the renomination of
current Independent Trustees, the Governance Committee expects to apply the
following criteria: (i) the nominee's reputation for integrity, honesty and
adherence to high ethical standards, (ii) the nominee's business acumen,
experience and ability to exercise sound judgments, (iii) a commitment to
understand the fund and the responsibilities of a trustee of an investment
company, (iv) a commitment to regularly attend and participate in meetings of
the Board and its Committees, (v) the ability to understand potential conflicts
of interest involving management of the fund and to act in the interests of all
shareholders, and (vi) the absence of a real or apparent conflict of interest
that would impair the nominee's ability to represent the interests of all the
shareholders and to fulfill the responsibilities of an Independent Trustee. The
Governance Committee does not necessarily place the same emphasis on each
criteria and each nominee may not have each of these qualities.

As long as an existing Independent Trustee continues, in the opinion of
the Governance Committee, to satisfy the criteria listed above, the Committee
generally would favor the renomination of an existing Trustee rather than a new
candidate. Consequently, while the Governance Committee will consider nominees
recommended by shareholders to serve as trustees, the Governance Committee may
only act upon such recommendations if there is a vacancy on the Board or the
Governance Committee determines that the selection of a new or additional
Trustee is in the best interests of the funds. In the event that a vacancy
arises or a change in Board membership is determined to be advisable, the
Governance Committee will, in addition to any shareholder recommendations,
consider candidates identified by other means, including candidates proposed by
members of the Governance Committee. The Governance Committee may retain a
consultant to assist the Committee in a search for a qualified candidate.

Any shareholder recommendation must be submitted in compliance with all of
the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of
1934, and a fund's by-laws to be considered by the Governance Committee. In
evaluating a nominee recommended by a shareholder, the Governance Committee, in
addition to the criteria discussed above, may consider the objectives of the
shareholder in submitting that nomination and whether such objectives are
consistent with the interests of all shareholders. If the Board determines to
include a shareholder's candidate among the slate of its designated nominees,
the candidate's name will be placed on the fund's proxy card. If the Board
determines not to include such candidate among its designated nominees and the
shareholder has satisfied the requirements of Rule 14a-8, the shareholder's
candidate will be treated as a nominee of the shareholder who originally
nominated the candidate. In that case, the candidate will not be named on the
proxy card distributed with the fund's proxy statement. Each of the nominees
for election as Trustee was recommended by the Governance Committee.

The Contracts/Operations Committee oversees the initiation, operation and
renewal of the various contracts between the fund and other entities. These
contracts include advisory, custodial and transfer agency agreements and
arrangements with other service providers.

The Investment Performance Committee monitors and analyzes the investment
performance of the funds generally, consults with the Adviser as necessary if a
fund is considered to require special attention, and reviews fund peer groups
and other comparative standards as necessary.

Each Board of Trustees held five meetings during each fund's fiscal year.
With respect to each fund, no Trustee attended fewer than 75% of the aggregate
of (1) the total number of meetings of the Trustees of the fund; and (2) the
total number of meetings held by all committees of the Trustees on which they
served. The funds hold joint meetings of the Trustees and all Committees.

Trustee Ownership
The following table provides a dollar range indicating each Trustee's
ownership of equity securities of the Funds as well as aggregate holdings of
shares of equity securities of all John Hancock Funds overseen by the Trustee,
as of December 31, 2005.

Trustee Holdings(1)

Preferred Income Preferred Income II
------------------------------ -----------------------------
Name of Trustee Shares Dollar Range Shares Dollar Range
------------------------- -------- ------------------- -------- ------------------

Independent Trustees
James F. Carlin 200 $1 - $10,000 200 $1 - $10,000
Richard P. Chapman, Jr. -- -- -- --
William H. Cunningham -- -- -- --
Ronald R. Dion -- -- -- --
Charles L. Ladner 260 $1 - $10,000 160 $1 - $10,000
Dr. John A. Moore 400 $10,001 - $50,000 400 $10,001 - $50,000
Patti McGill Peterson 60 $1 - $10,000 1,200 $10,001 - $50,000
Steven R. Pruchansky 200 $1 - $10,000 -- --
Non-Independent Trustees
James R. Boyle -- -- -- --

Tax-Advantaged All John Hancock
Preferred Income III Dividend Income Funds Overseen
------------------------------ ------------------------------ -----------------
Name of Trustee Shares Dollar Range Shares Dollar Range Dollar Range
------------------------- -------- ------------------- -------- ------------------- -----------------

Independent Trustees
James F. Carlin 1,000 $10,001 - $50,000 50 $1 - $10,000 Over $100,000
Richard P. Chapman, Jr. -- -- -- -- Over $100,000
William H. Cunningham -- -- -- -- Over $100,000
Ronald R. Dion -- -- -- -- Over $100,000
Charles L. Ladner 800 $10,001 - $50,000 500 $1 - $10,000 Over $100,000
Dr. John A. Moore 50 $1 - $10,000 1,000 $10,001 - $50,000 Over $100,000
Patti McGill Peterson 1,200 $10,001 - $50,000 86 $1 - $10,000 Over $100,000
Steven R. Pruchansky -- -- -- -- Over $100,000
Non-Independent Trustees
James R. Boyle -- -- -- -- --

---------
(1) The amounts reflect the aggregate dollar range of equity securities
beneficially owned by the Trustees in the Funds and in all John Hancock
funds overseen by each Trustee. For each Trustee, the amounts reflected
include share equivalents of certain John Hancock funds in which the
Trustee is deemed to be invested pursuant to the Deferred Compensation Plan
for Independent Trustees, as more fully described under "Remuneration of
Trustees and Officers". The information as to beneficial ownership is based
on statements furnished to the funds by the Trustees. Each of the Trustees
has all voting and investment powers with respect to the shares indicated.
None of the Trustees beneficially owned individually, and the Trustees and
executive officers of the funds as a group did not beneficially own, in
excess of one percent of the outstanding shares of any fund.

Compliance with Section 16(a) Reporting Requirements

Section 16(a) of the Securities Exchange Act of 1934 requires a fund's
executive officers, Trustees and persons who own more than 10% of a fund's
shares ("10% Shareholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers, Trustees and 10% Shareholders are also required by SEC regulations to
furnish each fund with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of these reports furnished to the funds and
representations that no other reports were required to be filed, each fund
believes that during the past fiscal year its executive officers Trustees and
10% Shareholders complied with all applicable Section 16(a) filing
requirements, except that Form 4 reports disclosing transactions in the
Preferred Income and Tax-Advantaged Dividend Income Funds were filed late for
Howard Greene, an officer of the Adviser.

Remuneration of Trustees and Officers
The following table provides information regarding the compensation paid
by the funds and the other investment companies in the John Hancock fund
complex to the Independent Trustees for their services for each fund's most
recently completed fiscal year. Any non-Independent Trustees and each of the
officers of the funds are interested persons of the Adviser, are compensated by
the Adviser and/or its affiliates and receive no compensation from the funds
for their services.

Total Compensation
All Funds in
Independent Preferred Preferred Preferred Tax-Advantaged the John Hancock
Trustees Income Income II Income III Dividend Income Fund Complex(1)
-------------------------- ----------- ----------- ------------ ----------------- -------------------

James F. Carlin $ 6,405 $ 5,453 $ 6,419 $ 7,969 $ 103,703
Richard P. Chapman, Jr.* 1,415 1,203 182 2,341 103,953
William J. Cosgrove+ 1,100 935 182 1,472 95,203
William H. Cunningham* 6,425 5,469 6,473 8,194 109,171
Ronald R. Dion* 6,463 5,501 6,453 10,190 151,399
Charles L. Ladner 8,221 6,998 8,249 10,536 149,790
Dr. John A. Moore* 4,993 4,250 4,579 6,611 115,703
Patti McGill Peterson 4,738 4,033 4,483 5,913 100,203
Steven R. Pruchansky* 6,578 5,599 6,652 8,472 115,203
Norman H. Smith*+ 6,234 5,307 6,419 7,302 89,953
John P. Toolan+ 845 720 1,371 0 0
------- ------- ------- ------- ----------
Totals $53,417 $45,468 $51,462 $69,000 $1,134,281

---------
(1) The total compensation paid by the John Hancock fund complex to the
Independent Trustees for the calendar year ended December 31, 2005. All the
Independent Trustees were Trustees of 52 funds in the John Hancock fund
complex, except Mr. Cunningham and Mr. Ladner who were Trustees of 143
funds.
* As of December 31, 2005, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Chapman was $76,421 for Mr. Cunningham was $125,996, Mr. Dion was $325,086,
Dr. Moore was $283,070, Mr. Pruchansky was $246,371 and Mr. Smith was
$382,371 under the John Hancock Deferred Compensation Plan for Independent
Trustees (the "Plan"). Under the Plan, an Independent Trustee may elect to
have deferred fees invested by a fund in shares of one or more funds in the
John Hancock fund complex, and the amount paid to the Trustees under the
Plan will be determined based upon the performance of such investments.
Deferral of Trustees' fees does not obligate any fund to retain the
services of any Trustee or obligate any fund to pay any particular level of
compensation to the Trustee.
+ Mr. Toolan retired as of December 31, 2004. Mr. Cosgrove retired as of March
31, 2005. Mr. Smith retired as of June 30, 2005.

Material Relationships of the Independent Trustees
As of December 31, 2005, none of the Independent Trustees, nor any
immediate family member, owns shares of John Hancock Advisers, LLC (the
"investment adviser") or is a principal underwriter of the funds, nor does any
such person own shares of a company controlling, controlled by or under common
control with, the investment adviser or a principal underwriter of the funds.

There have been no transactions by the funds since the beginning of the
funds' last two fiscal years, nor are there any transactions currently
proposed, in which the amount exceeds $60,000, and in which any trustee of the

funds or any immediate family members has or will have a direct or indirect
material interest, nor have any of the foregoing persons been indebted to the
funds in an amount in excess of $60,000 at any time since that date.

No Independent Trustee, nor any immediate family member has had, in the
past five years, any direct or indirect interest, the value of which exceeds
$60,000, in the investment adviser, a principal underwriter of the funds or in
a person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with, the investment adviser
or principal underwriter of the funds. Moreover, no Independent Trustee or
immediate family member has, or has had in the last two fiscal years of the
funds, any direct or indirect relationships or material interest in any
transaction or in any currently proposed transaction, in which the amount
involved exceeds $60,000, in which the following persons were or are a party:
the funds, an officer of the funds, any investment company sharing the same
investment adviser or principal underwriter as the funds or any officer of such
a company, any investment adviser or principal underwriter of the funds or any
officer of such a party, any person directly or indirectly controlling,
controlled by or under common control with the investment adviser or principal
underwriter of the funds, or any officer of such a person.

Within the last two completed fiscal years of the funds, no officer of any
investment adviser or principal underwriter of the funds or of any person
directly or indirectly controlling, controlled by or under common control with,
the investment adviser or principal underwriter of the funds, has served as a
director on a board of a company where any of the Independent Trustees or
nominees of the funds, or immediate family members of such persons, has served
as an officer.

Legal Proceedings
There are no material pending legal proceedings to which any trustee or
affiliated person is a party adverse to the funds or any of its affiliated
persons or has a material interest adverse to the funds or any of its
affiliated persons. In addition, there have been no legal proceedings that are
material to an evaluation of the ability or integrity of any trustee or
executive officer of the funds within the past five years.

PROPOSAL 2

RATIFICATION OF SELECTION OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Common Shares and Preferred Shares of Each Fund)

The Trustees of each fund, including a majority of each fund's Independent
Trustees, have selected PricewaterhouseCoopers LLC ("PricewaterhouseCoopers")
to act as independent registered public accounting firm for each fund's fiscal
year. The funds' 2006 fiscal year ends are: Preferred Income and Preferred
Income II - July 31, 2006, Preferred Income III - May 31, 2006 and
Tax-Advantaged Dividend Income - December 31, 2006.

The following table sets forth the aggregate fees billed by Deloitte &
Touche LLP ("Deloitte & Touche"), the prior independent accountants for each
fund's 2005 fiscal year for professional services rendered for: (i) the audit
of the fund's annual financial statements and the review of financial
statements included in the fund's reports to stockholders; (ii) assurance and
related services that are reasonably related to the audit of the Fund's
financial statements, (iii) tax compliance, tax advice or tax planning and (iv)
all services other than (i), (ii) and (iii). The table also discloses the
aggregate fees paid during the 2004 and 2005 calendar years to
PricewaterhouseCoopers, the Fund's independent accountants, by John Hancock
Advisers, LLC and any entity controlling, controlled by or under common control
with John Hancock Advisers, LLC to the extent that the engagement relates
directly to the operations and financial reporting of registered investment
companies (the "Adviser and Adviser Affiliates").

Audit fees Audit-related fees Tax fees All other fees
--------------------- ------------------- ------------------- -----------------------
2004 2005 2004 2005 2004 2005 2004 2005
---------- ---------- --------- --------- --------- --------- ------------ ----------

Preferred Income $32,850 $34,500 $4,000 $4,000 $2,250 $2,400 $ 0 $ 0
Preferred Income II $32,850 $34,500 $4,000 $4,000 $2,250 $2,400 $ 0 $ 0
Preferred Income III $32,850 $34,500 $4,000 $4,000 $2,250 $2,400 $ 13.000 $ 0
Tax-Advantaged Dividend $32,850 $34,500 $4,000 $4,000 $2,250 $2,400 $ 13,000 $ 0
The Adviser and Adviser Affiliates $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 65,000 $22,000

On March 8, 2005, each of the Funds engaged PricewaterhouseCoopers, LLP as
its independent public accountants for the Funds' 2006 fiscal years and
dismissed Deloitte & Touche from such position. The decision to change
accountants was recommended by each Fund's Audit Committee and approved by each
Fund's Board. The reports of Deloitte & Touche on each Fund's financial
statements for the years 2004 and 2005 fiscal years did not contain

any adverse opinion, disclaimer of opinion or qualification or modification as
to uncertainty, audit scope or accounting principles.

During each Fund's 2004 and 2005 fiscal years, no Fund had any
disagreement with Deloitte & Touche on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, with
disagreement(s), if not resolved to the satisfaction of Deloitte & Touche,
would have caused Deloitte & Touche to make a reference to the subject matter
of the disagreement in connection with its reports on the financial statements
of the Funds.

The Fund's Audit Committee has adopted procedures to pre-approve audit and
non-audit services for the Funds and the Adviser and Adviser Affiliates. These
procedures identify certain types of audit and non-audit services that are
anticipated to be provided by PricewaterhouseCoopers during a calendar year
and, provided the services are within the scope and value standards set forth
in the procedures, pre-approve those engagements. The scope and value criteria
are reviewed annually. These procedures require both audit and non-audit
sources to be approved by the Audit Committee prior to PricewaterhouseCoopers
being engaged. In recommending PricewaterhouseCoopers as the Funds' independent
accountants, the Audit Committee has considered the compensation provided to
PricewaterhouseCoopers for audit and non-audit services to the Adviser and
Adviser Affiliates and has determined that such compensation is not
incompatible with maintaining PricewaterhouseCoopers' independence. The
aggregate amount of non-audit fees paid by the Funds, the Adviser and an
Advisor Affiliate that provide services to the Funds, which includes amounts
described above, were $110,462 and $97,200 for the years ending December 31,
2004 and 2005. All such non-audit services were pre-approved in accordance with
the funds' policy.

PricewaterhouseCoopers has advised the funds that it has no direct or
indirect financial interest in any of the funds. This selection is subject to
the approval by the shareholders of the funds at the meetings. The enclosed
proxy card provides space for instructions directing the proxies named on the
card to vote for, against, or abstain from ratifying that selection. A
representative of PricewaterhouseCoopers is expected to be present at the
meeting, will have the opportunity to make a statement if the representative
desires to do so and will be available to respond to appropriate questions
relating to the examination of the funds' financial statements.

The Boards of Trustees, including each Fund's Independent Trustees,
unanimously recommend that shareholders ratify the selection of
PricewaterhouseCoopers as independent public accountants of the funds.

Vote Required to Ratify the Selection of Independent Registered Public
Accounting Firm
The approval of a "majority" (as described below) of the Common Shares and
the Preferred Shares, voting as a single class, of each fund is required to
ratify the selection of PricewaterhouseCoopers as such fund's independent
registered public accounting firm for that fund's 2006 fiscal year.

MISCELLANEOUS

Proposal Vote Required
------------------------------------ --------------------------------------------------------------------------

Election of Trustees For each class, a plurality of all votes cast, assuming a quorum exists.*
(Proposal 1) A "plurality" means that the four nominees up for election by the Common
Shares or Preferred Shares receiving the greatest number of votes of the
Common Shares or Preferred Shares, as the case may be, will be elected
as trustees, regardless of the number of votes cast.
Common and Preferred Classes vote separately on this proposal.
Ratification of Public Accountants The affirmative vote of more than 50% of the votes cast, assuming a
(Proposal 2) quorum exists.*
Common and Preferred Classes vote together as a single class on
this proposal.

---------
* In order for a "quorum" to exist, a majority of the shares outstanding and
entitled to vote must be present at the meeting, either in person or by
proxy, determined in accordance with the table below.

Proposals 1 and 2 in this proxy statement are considered routine matters
on which brokers holding shares in "street name" may vote without instruction
under the rules of the New York Stock Exchange. While, as noted above, both of
the proposals in this proxy statement are routine, for non-routine proposals,
brokers that are member organizations of the New York Stock Exchange may vote
Preferred Shares for which they have not received instructions in proportion to
the shares for which they have received instructions. Proportionate voting of
Preferred Shares may

occur on a non-routine proposal only if: (i) at least 30% of the Preferred
Shares of the fund outstanding and entitled to vote have been voted; (ii) less
than 10% of such Preferred Shares voted against the proposal; (iii) the
shareholders of the Common Shares of the fund have approved the proposal
(except with respect to plurality votes); and (iv) a majority of the
Independent Trustees of the fund have approved the proposal.

The following table summarizes how the quorum and voting requirements are
determined.

Shares Quorum Voting
------------------------- -------------------------------------- ------------------------------------------

In General All shares "present" in person or by Shares present in person will be voted
proxy are counted in determining in person by the shareholder at the
whether a quorum exists. meeting. Shares present by proxy will be
voted by the proxyholder in accordance
with instructions specified in the proxy.

Broker Non-Vote Considered "present" at meeting. Not voted. Same effect as a vote
"against" a proposal.

Proxy with No Voting Considered "present" for determining Will be voted "for" the proposal by
Instruction (other than whether a quorum exists. the proxyholder.
Broker Non-Vote)

Vote to Abstain Considered "present" for determining Disregarded. Because abstentions are not
whether a quorum exists. votes "cast," abstentions will have no
effect on whether a proposal is approved.

Proportionately Voted Considered "present" for determining Voted in proportion to Preferred Shares
Preferred Shares with whether a quorum exists. for which the broker received
No Voting Instruction instructions.

If a quorum is not present, the persons named as proxies may vote their
proxies to adjourn the meeting to a later date. If a quorum is present, but
there are insufficient votes to approve any proposal, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation. Shareholder action may be taken on one or more proposals prior to
such adjournment. Proxies instructing a vote for a proposal will be voted in
favor of an adjournment with respect to that proposal, and proxies instructing
a vote against a proposal will be voted against an adjournment with respect to
that proposal.

Expenses and Methods of Solicitation
The costs of the meeting, including the solicitation of proxies, will be
paid by the funds. Persons holding shares as nominees will be reimbursed by the
relevant fund, upon request, for their reasonable expenses in sending
soliciting material to the principals of the accounts. In addition to the
solicitation of proxies by mail, Trustees, officers and employees of the funds
or of the funds' investment adviser may solicit proxies in person or by
telephone. John Hancock Advisers, LLC, 601 Congress Street, Boston,
Massachusetts 02210-2805, serves as each fund's investment adviser and
administrator. Mellon Investor Services LLC has been retained to assist in the
solicitation of proxies at a cost of approximately $3,000 per fund plus
reasonable expenses.

Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the funds
may also arrange to have votes recorded by telephone by officers and employees
of the funds or by the personnel of the adviser or the transfer agent or
solicitor. The telephone voting procedure is designed to verify a shareholder's
identity, to allow a shareholder to authorize the voting of shares in
accordance with the shareholder's instructions and to confirm that the voting
instructions have been properly recorded.

o A shareholder will be called on a recorded line at the telephone number
in the funds' account records and will be asked to provide the
shareholder's social security number or other identifying information.

o The shareholder will then be given an opportunity to authorize proxies to
vote his or her shares at the meeting in accordance with the
shareholder's instructions.

Alternatively, a shareholder may call the Funds' Voice Response Unit to
vote;

o Read the proxy statement and have your proxy card at hand.

o Call the toll-free-number located on your proxy card.

o Follow recorded instructions.

With both methods of telephone voting, to ensure that the shareholder's
instructions have been recorded correctly, the shareholder will also receive a
confirmation of the voting instructions.

If the shareholder decides after voting by telephone to attend the
Meeting, the shareholder can revoke the proxy at that time and vote the shares
at the Meeting.

Internet Voting
You will also have the opportunity to submit your voting instructions via
the Internet by utilizing a program provided through a vendor. Voting via the
Internet will not affect your right to vote in person if you decide to attend
the meeting. Do not mail the proxy card if you are voting via the Internet. To
vote via the Internet, you will need the information on your proxy card. These
Internet voting procedures are designed to authenticate shareholder identities,
to allow shareholders to give their voting instructions and to confirm that
shareholders' instructions have been recorded properly. If you are voting via
the Internet you should understand that there may be costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies, that must be borne to you.

o Read the proxy statement and have your card on hand.

o Go to the website listed on the card.

o Follow the directions on the website. Please call 1-800-852-0218 if you
have any problems.

o To insure that your instructions have been recorded correctly, you will
receive a confirmation of your voting instructions immediately after your
submission.

The Funds' Adviser and Subadviser
The Funds' investment adviser is John Hancock Advisers, LLC, 601 Congress
Street Boston, Massachusetts. An affiliate of the Adviser, Sovereign Asset
Management LLC, 101 Huntington Ave., Boston, Massachusetts, serves as
subadviser to each fund.

Other Matters
The management of the funds knows of no business to be brought before the
annual meetings except as mentioned above. If, however, any other matters were
properly to come before the meetings, the persons named in the enclosed form of
proxy intend to vote on such matters in accordance with their best judgment. If
any shareholders desire additional information about the matters proposed for
action, the management of the funds will provide further information.

The meeting is scheduled as a joint meeting of the respective shareholders
of the funds because the shareholders of the funds are generally expected to
consider and vote on similar matters. The Boards of Trustees of the funds have
determined that the use of this joint proxy statement for the meetings is in
the best interest of each fund's shareholders. In the event that any
shareholder present at the meetings objects to the holding of a joint meeting
and moves for an adjournment of the annual meeting with respect to his or her
fund to a time immediately after the annual meetings so that his or her fund's
meeting may be held separately, the persons named as proxies will vote in favor
of such adjournment.

The shareholders of each fund will vote separately on each proposal, and
voting by shareholders of one fund will have no effect on the outcome of voting
by shareholders of the other funds.

SHAREHOLDER PROPOSALS

Shareholder proposals, including nominees for Trustee, intended to be
presented at a fund's annual meeting in 2007 must be received by that fund at
its offices at 601 Congress Street, Boston, Massachusetts 02210, after
September 6, 2006, but no later than October 6, 2006 for inclusion in that
fund's proxy statement and form of proxy relating to that meeting (subject to
certain exceptions).

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND

Dated: February 3, 2006

ATTACHMENT 1

JOHN HANCOCK FUNDS
AUDIT COMMITTEE CHARTER

A. Membership. The Audit Committee shall be composed exclusively of
Trustees who are not "interested persons" as defined in the Investment Company
Act of 1940 of any of the funds, or of any fund's investment adviser or
principal underwriter (the "Independent Trustees") and who satisfy the
independence and financial literacy requirements in this charter. The Audit
Committee shall be composed of at least three Independent Trustees who are
designated for membership from time to time by the Board of Trustees. In
selecting Independent Trustees to serve on the Audit Committee, the Board
should select members who are free of any relationship that, in the opinion of
the Board, may interfere or give the appearance of interfering with such
member's individual exercise of independent judgment. Unless otherwise
determined by the Board, no member of the Audit Committee may serve on the
audit committee of more than two other public companies (other than another
John Hancock Fund). Except as otherwise permitted by the applicable rules of
the New York Stock Exchange, each member of the Audit Committee shall be
independent as defined by such rules and Rule 10A-3(b)(1) of the Exchange Act.
Each member of the Audit Committee must be financially literate, as such
qualification is interpreted by the Board of Trustees in its business judgment,
or must become financially literate within a reasonable period of time after
his or her appointment to the Audit Committee. At least one member of the Audit
Committee must have accounting or related financial management expertise, as
the Board of Trustees interprets such qualification in its business judgment.

B. Overview. The Audit Committee's purpose is to:

1. assist the Board of Trustee's oversight of (1) the integrity of the
funds' financial statements, (2) the funds' compliance with legal and
regulatory requirements (except to the extent such responsibility is
delegated to another committee), (3) the independent auditor's
qualifications and independence, and (4) the performance of the funds'
internal audit function and independent auditors;

2. act as a liaison between the funds' independent accountants and the
Board of Trustees;

3. prepare an Audit Committee Report as required by the Securities and
Exchange Commission (the "SEC") to the extent required to be included in
the funds' annual proxy statement or other filings;

The Audit Committee shall discharge its responsibilities, and shall access
the information provided by the funds' management and independent auditors, in
accordance with its business judgment. Management is responsible for the
preparation of the fund's financial statements and the independent auditors are
responsible for auditing those financial statements. The Audit Committee and
the Board of Trustees recognize that management (including the internal audit
staff) and the independent auditors have more experience, expertise, resources
and time, and more detailed knowledge and information regarding a fund's
accounting, auditing, internal control and financial reporting practices than
the Audit Committee does. Accordingly, the Audit Committee's oversight role
does not provide any expert or special assurance as to the financial statements
and other financial information provided by a fund to its shareholders and
others. The independent auditors are responsible for auditing the funds' annual
financial statements. The authority and responsibilities set forth in this
charter do not reflect or create any duty or obligation of the Audit Committee
to plan or conduct any audit, to determine or certify that any fund's financial
statements are complete, accurate, fairly presented, or in accordance with
generally accepted accounting principles or applicable law, or to guarantee any
independent auditor's report.

C. Oversight. The independent auditors shall report directly to the Audit
Committee, and the Audit Committee shall be responsible for oversight of the
work of the independent auditors, including resolution of any disagreements
between any fund's management and the independent auditors regarding financial
reporting. In connection with its oversight role, the Audit Committee should
also review with the independent auditors, from time to time as appropriate:
significant risks and uncertainties with respect to the quality, accuracy or
fairness of presentation of a fund's financial statements; recently disclosed
problems with respect to the quality, accuracy or fairness of presentation of
the financial statements of companies similarly situated to the funds and
recommended actions which might be taken to prevent or mitigate the risk of
problems at the funds arising from such matters; accounting for unusual
transactions; adjustments arising from audits that could have a significant
impact on the funds' financial reporting process; and any recent SEC comments
on the funds' SEC reports, including, in particular, any compliance comments.
The Audit Committee should inquire of the independent auditor concerning the
quality, not just the acceptability, of the funds' accounting determinations
and other judgmental areas and question whether management's choices of
accounting principles are, as a whole, conservative, moderate or aggressive.

D. Specific Responsibilities. The Audit Committee shall have the following
duties and powers, to be exercised at such times and in such manner as the
Committee shall deem necessary or appropriate:

1. To oversee the funds' auditing and accounting process.

2. To approve, and recommend to the Board of Trustees for its ratification
and approval in accord with applicable law, the selection, appointment
and retention of an independent auditor for each fund prior to the
engagement of such independent auditor and, at an appropriate time, its
compensation. The Committee should meet with the independent auditor
prior to the audit to discuss the planning and staffing of the audit. The
Committee should periodically consider whether, in order to assure
continuing auditor independence, there should be regular rotation of the
independent audit firm and obtain and review a copy of the most recent
report on the independent auditor issued by the Public Company Accounting
Oversight Board pursuant to Section 104 of the Sarbanes-Oxley Act.

3. To periodically review and evaluate the lead partner and other senior
members of the independent auditor's team and confirm the regular
rotation of the lead audit partner and reviewing partner as required by
Section 203 of the Sarbanes-Oxley Act.

4. To confirm that the officers of the funds were not employed by the
independent auditor, or if employed, did not participate in any capacity
in the audit of the funds, in each case, during the one-audit-year period
preceding the date of initiation of the audit, as required by Section 206
of the Sarbanes-Oxley Act.

5. To pre-approve all non-audit services provided by the independent
auditor to the fund or to the fund's investment adviser and any entity
controlling, controlled by, or under common control with the investment
adviser that provides ongoing services to the fund, if the engagement
relates directly to the operations and financial reporting of the fund.

6. The Committee is authorized to delegate, to the extent permitted by
law, pre-approval responsibilities to one or more members of the
Committee who shall report to the Committee regarding approved services
at the Committee's next regularly scheduled meeting. The Committee is
also authorized to adopt policies and procedures which govern the
pre-approval of audit, audit-related, tax and other services provided by
the independent accountants to the funds or to a service provider as
referenced in Paragraph 5, provided however, that any such policies and
procedures are detailed as to particular services, the Audit Committee is
informed of each service, and any such policies and procedures do not
include the delegation of the Audit Committee's responsibilities under
the Securities Exchange Act of 1934 or applicable rules or listing
requirements.

7. To monitor the independent auditor of each fund throughout the
engagement to attempt to identify: conflicts of interest between
management and the independent auditor as a result of employment
relationships; the provision of prohibited non-audit services to a fund
by its independent auditor; violations of audit partner rotation
requirements; and prohibited independent auditor compensation
arrangements whereby individuals employed by the auditor are compensated
based on selling non-audit services to the fund. The independent auditors
should promptly contact the Audit Committee or its Chair about any
significant issue or disagreement concerning a fund's accounting
practices or financial statements that is not resolved to their
satisfaction or if Section 10A(b) of the Exchange Act has been
implicated.

8. To meet with independent auditors, including private meetings, as
necessary, management's internal auditors, and the funds' senior
management (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to review the form and substance of
the funds' financial statements and reports, including each fund's
disclosures under "Management's Discussion of Fund Performance" and to
discuss any matters of concern relating to the funds' financial
statements, including any adjustments to such statements recommended by
the independent accountants, or other results of an audit; (iii) to
consider the independent accountants' comments with respect to the funds'
financial policies, procedures and internal accounting controls and
management's responses thereto; (iv) to review the resolution of any
disagreements between the independent accountants and management
regarding the funds' financial reporting; and (v) to review the form of
opinion the independent accountants propose to render to the Board and
shareholders. The Audit Committee should request from the independent
auditors a frank assessment of management.

9. With respect to any listed fund, to consider whether it will recommend
to the Board of Trustees that the audited financial statements be
included in a fund's annual report. The Board delegates to the Audit
Committee the authority to release the funds' financial statements for
publication in the annual and semi-annual report, subject to the Board's
right to review and ratify such financial statements following
publication. With respect to each fund, to review and discuss with each
fund's management and independent auditor the

funds' audited financial statements and the matters about which Statement
on Auditing Standards No. 61 (Codification of Statements on Auditing
Standards, AU [sec]380) requires discussion. The Audit Committee shall
prepare an annual committee report for inclusion where necessary in the
proxy statement of a fund relating to its annual meeting of security
holders or in any other filing required by the SEC's rules.

10. To receive and consider reports on the audit functions of the
independent auditors and the extent and quality of their auditing
programs.

11. To assist the Board of Trustees in monitoring the Office of the Chief
Compliance Officer (the "CCO") by:

o Reviewing, no less frequently than annually, the CCO's report on the
operation of the compliance programs of the funds and compliance
programs of the funds' adviser, sub-advisers, principal underwriter,
administrator, and transfer agent (collectively, "service providers").

o Reviewing matters relating to the compliance programs of the funds and
the compliance programs of their service providers and compliance
matters relating to the funds and their service providers as may be
presented to the Committee by the CCO.

o Making recommendations to the Board of Trustees regarding changes to
the funds' compliance program, as may be necessary or appropriate from
time to time.

o Reviewing the compliance programs for proposed service providers to the
funds, including subadvisers, and making recommendations regarding
approval of such compliance programs to the Board of Trustees.

o Reviewing regulatory inquiries relating to the funds and their service
providers as may be presented to the Committee by the CCO.

o Reviewing the CCO's goals and objectives and making recommendations to
the Board of Trustees regarding the CCO's compensation, including bonus
and merit components.

o Reviewing the CCO's annual budget and making recommendations to the
Board of Trustees regarding its approval and the amount of such budget
that should be an expense of the funds.

12. To obtain and review, at least annually, a report by the independent
auditor describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the firm,
and any steps taken to deal with any such issues; and all relationships
between the independent auditor and each fund, including the disclosures
required by any applicable Independence Standards Board Standard. The
Audit Committee shall engage in an active dialogue with each independent
auditor concerning any disclosed relationships or services that might
impact the objectivity and independence of the auditor.

13. To review with the independent auditor any problems that may be
reported to it arising out of a fund's accounting, auditing or financial
reporting functions and management's response, and to receive and
consider reports on critical accounting policies and practices and
alternative treatments discussed with management.

14. To review the procedures for allocating fund brokerage, the allocation
of trades among various accounts under management and the fees and other
charges for fund brokerage.

15. To receive and consider reports from the independent auditors regarding
reviews of the operating and internal control structure of custodian
banks and transfer agents, including procedures to safeguard fund assets.

16. To monitor securities pricing procedures and review their
implementation with management, management's internal auditors,
independent auditors and others as may be required.

17. To establish and monitor, or cause to be established and monitored,
procedures for the receipt, retention, and treatment of complaints
received by a fund regarding accounting, internal accounting controls, or
auditing matters, and the confidential, anonymous submission by employees
of the investment adviser, administrator, principal underwriter or any
other provider of accounting-related services for a listed fund, as well
as employees of the fund, if any, regarding questionable accounting or
auditing matters, as and when required by applicable rules or listing
requirements. The procedures currently in effect are attached as Exhibit
A.

18. To report regularly to the Board of Trustees, including providing the
Audit Committee's conclusions with respect to the independent auditor and
the funds' financial statements and accounting controls.

E. Subcommittees. The Audit Committee may, to the extent permitted by
applicable law, form and delegate authority to one or more subcommittees
(including a subcommittee consisting of a single member), as it deems
appropriate from time to time under the circumstances. Any decision of a
subcommittee to preapprove audit or non-audit services shall be presented to
the full Audit Committee at its next meeting.

F. Additional Responsibilities. The Committee shall serve as the
"qualified legal compliance committee" (as such term is defined in 17 CFR Part
205)("QLCC"), the duties of which are listed on Exhibit B to this charter; and
shall also perform other tasks assigned to it from time to time by the Board of
Trustees, and will report findings and recommendations to the Board of
Trustees, as appropriate.

G. Funding. Each fund shall provide for appropriate funding, as determined
by the Audit Committee, in its capacity as a committee of the Board of
Trustees, for payment of:

1. Compensation to any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the fund.

2. Compensation to any counsel, advisers, experts or consultants engaged by
the Audit Committee under Paragraph J of this charter.

3. Ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties.

H. Governance. One member of the Committee shall be appointed as chair.
The chair shall be responsible for leadership of the Committee, including
scheduling meetings or reviewing and approving the schedule for them, preparing
agendas or reviewing and approving them before meetings, presiding over
meetings, and making reports to the Board of Trustees, as appropriate. The
designation of a person as an "audit committee financial expert", within the
meaning of the rules under Section 407 of the Sarbanes-Oxley Act of 2002, shall
not impose any greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member of the
Committee, nor shall it decrease the duties and obligations of other Committee
members or the Board of Trustees. Any additional compensation of Audit
Committee members shall be as determined by the Board of Trustees. No member of
the Audit Committee may receive, directly or indirectly, any consulting,
advisory or other compensatory fee from a fund, other than fees paid in his or
her capacity as a member of the Board of Trustees or a committee of the Board
of Trustees. The members of the Audit Committee should confirm that the minutes
of the Audit Committee's meetings accurately describe the issues considered by
the Committee, the process the Committee used to discuss and evaluate such
issues and the Committee's final determination of how to proceed. The minutes
should document the Committee's consideration of issues in a manner that
demonstrates that the Committee acted with due care.

I. Evaluation. At least annually, the Audit Committee shall evaluate its
own performance, including whether the Audit Committee is meeting frequently
enough to discharge its responsibilities appropriately.

J. Miscellaneous. The Committee shall meet as often as it deems
appropriate, with or without management, as circumstances require. The
Committee shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain special counsel and other
advisers, experts or consultants, at the funds' expense, as it determines
necessary to carry out its duties. The Committee shall have direct access to
such officers of and service providers to the funds as it deems desirable.

K. Review. The Committee shall review this charter at least annually and
shall recommend such changes to the Board of Trustees as it deems desirable.

Exhibit A

Policy for Raising and Investigating Complaints or Concerns
About Accounting or Auditing Matters

As contemplated by the Audit Committee Charter, the Committee has established
the following procedures for:

o the receipt, retention and treatment of complaints received by a fund
regarding accounting, internal accounting controls or auditing matters; and

o the confidential, anonymous submission by employees of the investment
adviser, administrator, principal underwriter or any other provider of
accounting-related services for a listed fund, as well as employees of the
fund ("covered persons") of concerns regarding questionable accounting or
auditing matters.

A. Policy Objectives
The objective of this policy is to provide a mechanism by which complaints
and concerns regarding accounting, internal accounting controls or auditing
matters may be raised and addressed without the fear or threat of retaliation.
The funds desire and expect that covered persons will report any complaints or
concerns they may have regarding accounting, internal accounting controls or
auditing matters.

B. Procedures for Raising Complaints and Concerns
The funds' Secretary shall be responsible for communicating these
procedures to covered persons. Covered persons with complaints regarding
accounting, internal accounting controls or auditing matters or concerns
regarding questionable accounting or auditing matters may submit such
complaints or concerns to the attention of the funds' Secretary by sending a
letter or other writing to the funds' principal executive offices. Complaints
and concerns may be made anonymously. Alternatively, any complaints or concerns
may also be communicated anonymously directly to any member of the Audit
Committee.

C. Procedures for Investigating and Resolving Complaints and Concerns
If any complaints or concerns regarding internal accounting controls or
auditing matters that could affect the funds are received through the Ethics
Line or any other similar facility maintained by John Hancock Financial
Services, they shall be communicated promptly to the funds' Secretary and shall
be reported by the funds' Secretary to the Audit Committee, promptly or
quarterly according to the guidelines set forth below.

The funds' Secretary shall report to the Audit Committee as to whether
those responsible for the Ethics Line or similar facility have a procedure in
place to communicate promptly any such complaints or concerns to the funds'
Secretary, and whether any such communication would violate the terms thereof.

All complaints and concerns received will be promptly forwarded to the
Audit Committee or the chair of the Audit Committee, unless they are determined
to be without merit by Secretary of the funds. If sent only to the chair, the
chair may determine the appropriate response or may refer the issues to the
entire Audit Committee. In any event, the funds' Secretary will provide a
record of all complaints and concerns received (whether or not determined to
have merit) to the Audit Committee quarterly.

The Audit Committee will evaluate any complaints or concerns received
(including those reported to the committee on a quarterly basis and which the
funds' Secretary has previously determined to be without merit). If the Audit
Committee requires additional information to evaluate any complaint or concern,
it may conduct an investigation, including interviews of persons believed to
have relevant information. The Audit Committee may, in its discretion, assume
responsibility for directing or conducting any investigation or may delegate
such responsibility to another person or entity.

After its evaluation of the complaint or concern, the Audit Committee will
authorize such follow-up actions, if any, as deemed necessary and appropriate
to address the substance of the complaint or concern. The funds reserve the
right to take whatever action the Audit Committee believes appropriate, up to
and including discharge of any employee deemed to have engaged in improper
conduct.

Regardless of whether a complaint or concern is submitted anonymously, the
Audit Committee will strive to keep all complaints and concerns and the
identity of those who submit them and participate in any investigation as
confidential as possible, limiting disclosure to those with a business need to
know or as required by law or recommended by legal counsel.

No covered person shall penalize or retaliate against any other covered
person for reporting a complaint or concern, unless it is determined that the
complaint or concern was made with knowledge that it was false. The funds will
not tolerate retaliation against any covered person for submitting, or for
cooperating in the investigation of, a complaint or concern. Moreover, any such
retaliation is unlawful and may result in criminal action. Any retaliation will
warrant disciplinary action against the offending party, up to and including
termination of employment.

John Hancock Advisers, LLC shall include this policy in its employee
manual and shall distribute, at least annually, the policy to all of its
employees.

The funds' Secretary shall retain records of all complaints and concerns
received, and the disposition thereof, for five years.

D. Notification of Others
At any time during an evaluation or investigation of a complaint or
concern, the chair of the Audit Committee may notify the funds' CCO, the QLCC,
or any other party with a need to know of the receipt of a complaint or concern
and/or the progress or results of any review and/or investigation of a
complaint or concern. The chair of the Audit Committee may provide such level
of detail as may be necessary to allow the appropriate consideration by such
parties in light of the funds' ongoing obligations, including, but not limited
to, disclosure obligations or any required officer certifications.

EXHIBIT B QUALIFIED LEGAL COMPLIANCE COMMITTEE ("QLCC")
DUTIES AND RESPONSIBILITIES

o The QLCC shall adopt written procedures for the confidential receipt,
retention, and consideration of any report of evidence of a material
violation.

o The QLCC has the authority and responsibility, once a report of evidence of a
material violation by a fund, its officers, directors, employees or agents
has been received by the QLCC:

1. to inform the CLO and CEO of such report (except in the case where the
reporting attorney reasonably believes that it would be futile to report
evidence of a material violation to the CLO and CEO, and has informed the
QLCC of such belief); and

2. to determine whether an investigation is necessary or appropriate, and, if it
determines an investigation is necessary or appropriate, to:

(A) notify the Board of Trustees;

(B) notify the funds' CCO;

(D) retain such additional expert personnel as the QLCC deems necessary;

and, at the conclusion of such investigation, to:

(A) recommend, by majority vote, that the fund implement an appropriate
response to evidence of a material violation; and

(B) inform the CLO, CEO the funds' CCO and the Board of Trustees of the
results of any such investigation and the appropriate remedial measures.

3. by majority vote, to take all other appropriate action, including
notifying the U.S. Securities and Exchange Commission in the event that
the fund fails in any material respect to implement an appropriate
response that the QLCC has recommended.

ATTACHMENT 2

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the SEC, or subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate it
by reference into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

The Audit Committee has reviewed and discussed with the Fund's management and
Deloitte & Touche LLP the audited financial statements of the Funds contained in
the Annual Reports on Form N-CSR for the 2005 fiscal year.

The Audit Committee has also discussed with Deloitte & Touche LLP the matters
required to be discussed pursuant to SAS No. 61 (Codification of Statements on
Auditing Standards, AU Section 380), which includes, amount other items, matters
related to the conduct of the audit of the Fund's financial statements.

The Audit Committee has received and reviewed the written disclosures and the
letter from Deloitte & Touche LLP required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with Deloitte & Touche LLP its independence from the Funds.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in each Fund's Annual Report on Form N-CSR for filing with the
Securities and Exchange Commission.

Submitted by the Audit Committee

Richard P. Chapman, Jr.
Charles L. Ladner
John A. Moore, Chairman
Patti McGill Peterson

ATTACHMENT 3

JOHN HANCOCK FUNDS
GOVERNANCE COMMITTEE CHARTER

A. Composition. The Governance Committee shall be composed entirely of
Trustees who are "independent" as defined in the rules of the New York Stock
Exchange ("NYSE") and the NASDAQ Stock Market, Inc. ("NASDAQ") or any other
exchange, as applicable, and are not "interested persons" as defined in the
Investment Company Act of 1940 of any of the funds, or of any fund's investment
adviser or principal underwriter (the "Independent Trustees") who are designated
for membership from time to time by the Board of Trustees. The Chairman of the
Board shall be a member of the Governance Committee.

B. Overview. The overall charter of the Governance Committee is to make
recommendations to the Board on issues related to corporate governance
applicable to the Independent Trustees and to the composition and operation of
the Board, and to assume duties, responsibilities and functions to recommend
nominees to the Board, together with such additional duties, responsibilities
and functions as are delegated to it from time to time.

C. Specific Responsibilities. The Governance Committee shall have the
following duties and powers, to be exercised at such times and in such manner as
the Committee shall deem necessary or appropriate:

1. Except where the funds are legally required to nominate individuals
recommended by others, to recommend to the Board of Trustees individuals
for nomination to serve as Trustees.

2. To consider, as it deems necessary or appropriate, the criteria for
persons to fill existing or newly created Trustee vacancies. The
Governance Committee shall use the criteria and principles set forth in
Annex A to guide its Trustee selection process.

3. To consider and recommend the amount of compensation to be paid by the
funds to the Independent Trustees, including incremental amounts, if
any, payable to Committee Chairmen, and to address compensation-related
matters.

4. To consider and recommend the duties and compensation of the Chairman of
the Board.

5. To consider and recommend changes to the Board regarding the size,
structure, and composition of the Board.

6. To evaluate, from time to time, the retirement policies for the
Independent Trustees.

7. To develop and recommend to the Board guidelines for corporate
governance ("Corporate Governance Guidelines") for the funds that take
into account the rules of the NYSE and any applicable law or regulation,
and to periodically review and assess the Corporate Governance
Guidelines and recommend any proposed changes to the Board for approval.

8. To monitor all expenditures of the Board or the Committees or the
Independent Trustees not otherwise incurred and/or monitored by a
particular Committee, including, but not limited to: legal, consulting,
and D&O insurance costs; association dues, including Investment Company
Institute membership dues; meeting expenditures and policies relating to
reimbursement of travel expenses and expenses associated with offsite
meetings; expenses associated with Trustee attendance at educational or
informational conferences; and publication expenses.

9. To consider, evaluate and make recommendations and necessary findings
regarding independent legal counsel and any other advisers, experts or
consultants, that may be engaged by the Board of Trustees, by the
Trustees who are not "interested persons" as defined in the Investment
Company Act of 1940 of any of the funds or any fund's investment adviser
or principal underwriter, or by the Governance Committee, from time to
time, other than as may be engaged directly by another Committee.

10. To periodically review the Board's committee structure and the charters
of the Board's committees, and recommend to the Board of Trustees
changes to the committee structure and charters as it deems appropriate.

11. To coordinate and administer an annual self-evaluation of the Board,
which will include, at a minimum, a review of its effectiveness in
overseeing the number of funds in the fund complex and the effectiveness
of its committee structure.

12. To report its activities to Board of Trustees and to make such
recommendations with respect to the matters described above and other
matters as the Governance Committee may deem necessary or appropriate.

D. Additional Responsibilities. The Committee will also perform other tasks
assigned to it from time to time by the Chairman of the Board or by the Board of
Trustees, and will report findings and recommendations to the Board of Trustees,
as appropriate.

E. Governance. One member of the Committee shall be appointed as chair. The
chair shall be responsible for leadership of the Committee, including scheduling
meetings or reviewing and approving the schedule for them, pre- paring agendas
or reviewing and approving them before meetings, and making reports to the Board
of Trustees, as appropriate.

F. Miscellaneous. The Committee shall meet as often as it deems appropriate,
with or without management, as circumstances require. The Committee shall have
the resources and authority appropriate to discharge its responsibilities,
including the authority to retain special counsel and other advisers, experts or
consultants, at the funds' expense, as it determines necessary to carry out its
duties. The Committee shall have direct access to such officers of and service
providers to the funds as it deems desirable.

G. Review. The Committee shall review this Charter periodically and
recommend such changes to the Board of Trustees as it deems desirable.

ANNEX A

General Criteria

1. Nominees should have a reputation for integrity, honesty and adherence to
high ethical standards.

2. Nominees should have demonstrated business acumen, experience and ability
to exercise sound judgments in matters that relate to the current and
long-term objectives of the funds and should be willing and able to
contribute positively to the decision-making process of the funds.

3. Nominees should have a commitment to understand the funds, and the
responsibilities of a trustee/director of an investment company and to
regularly attend and participate in meetings of the Board and its
committees.

4. Nominees should have the ability to understand the sometimes conflicting
interests of the various constituencies of the funds, including
shareholders and the management company, and to act in the interests of
all shareholders.

5. Nominees should not have, nor appear to have, a conflict of interest that
would impair their ability to represent the interests of all the
shareholders and to fulfill the responsibilities of a director/trustee.

Application of Criteria to Existing Trustees

The renomination of existing Trustees should not be viewed as automatic, but
should be based on continuing qualification under the criteria set forth above.
In addition, the Governance Committee shall consider the existing Trustee's
performance on the Board and any committee.

Review of Shareholder Nominations

Any shareholder nomination must be submitted in compliance with all of the
pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in
order to be considered by the Governance Committee. In evaluating a nominee
recommended by a shareholder, the Governance Committee, in addition to the
criteria discussed above, may consider the objectives of the shareholder in
submitting that nomination and whether such objectives are consistent with the
interests of all shareholders. If the Board determines to include a
shareholder's candidate among the slate of its designated nominees, the
candidate's name will be placed on the funds' proxy card. If the Board
determines not to include such candidate among its designated nominees, and the
shareholder has satisfied the requirements of Rule 14a-8, the shareholder's
candidate will be treated as a nominee of the shareholder who originally
nominated the candidate. In that case, the candidate will not be named on the
proxy card distributed with the funds' proxy statement.

As long as an existing Independent Trustee continues, in the opinion of the
Governance Committee, to satisfy the criteria listed above, the Committee
generally would favor the re-nomination of an existing Trustee rather than a new
candidate. Consequently, while the Governance Committee will consider nominees
recommended by shareholders to serve as trustees, the Governance Committee may
only act upon such recommendations if there is a vacancy on the Board, or the
Governance Committee determines that the selection of a new or additional
Trustee is in the best interests of the fund. In the event that a vacancy arises
or a change in Board membership is determined to be advisable, the Governance
Committee will, in addition to any shareholder recommendations, consider
candidates identified by other means, including candidates proposed by members
of the Governance Committee. The Governance Committee may retain a consultant to
assist the Committee in a search for a qualified candidate.

--------------
Thank
You

for mailing
your proxy
card promptly!
--------------

[John Hancock John Hancock Funds, LLC
Olympic Logo] MEMBER NASD

601 Congress Street
Boston, MA 02210-2805

1-800-852-0218
1-800-231-5469 TDD
1-800-843-0090 EASI-Line

www.jhfunds.com

P811PX 2/06

JOHN HANCOCK PREFERRED INCOME FUND II
Annual Meeting of Shareholders
March 22, 2006

The undersigned holder of common shares of beneficial interest of John Hancock
Preferred Income Fund II hereby appoints KEITH F. HARTSTEIN, WILLIAM H. KING and
ALFRED P. OUELLETTE, and each of them singly, proxies and attorneys of the
undersigned, with full power of substitution to each, for and in the name of the
undersigned, to vote and act upon all matters at the Annual Meeting of
Shareholders of the Fund to be held on Wednesday, March 22, 2006 at the offices
of the Fund, 601 Congress Street, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all common shares
of the Fund held by the undersigned or in respect of which the undersigned would
be entitled to vote or act, with all powers the undersigned would possess if
personally present. All proxies previously given by the undersigned in respect
of said meeting are hereby revoked.

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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

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Address Change/Comments (Mark the corresponding box on the reverse side)

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[ ] Please Mark Here for Address Change or Comments SEE REVERSE SIDE

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

1. To elect the following nominees to serve as Trustees of the Fund.

(01) James R. Boyle (02) Charles L. Ladner (03) John A. Moore

FOR WITHHOLD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES

[ ] _______________________________________
For all nominees except as noted above

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JOHN HANCOCK
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PATRIOT PREFERRED INCOME FUND II

2. To ratify the selection of For Against Abstain
PricewaterhouseCoopers LLP as the Fund's Inde-
pendent registered public accounting firm [ ] [ ] [ ]

Specify your vote by marking the appropriate spaces. If no specification is
made, this proxy will be voted for the nominees named in the proxy statement and
in favor of proposal 2. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposals referred to
and according to their best judgment as to the other matters which may properly
come before the meeting.

Please be sure to sign and date this Proxy.

Signature: ___________ Date: ___________ Signature: ___________ Date: _________

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[arrow up] FOLD AND DETACH HERE [arrow up]

Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 11PM Eastern Time
the business day prior to annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.

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

Internet Telephone Mail
http://www.eproxy.com/hpf 1-800-435-6710

Use the Internet to vote your proxy. Use any touch-tone telephone to Mark, sign and date
Have your proxy card in hand when vote your proxy. Have your proxy your proxy card
you access the web site. You will be OR card in hand when you call. You will OR and
prompted to enter your control be prompted to enter your control return it in the
number, located in the box below, to number, located in the box below, enclosed postage-paid
create and submit an electronic and then follow the directions envelope.
ballot. given.
--------------------------------------- --------------------------------------- ----------------------------

If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.

P R O X Y

JOHN HANCOCK PREFERRED INCOME FUND II

The undersigned holder of Auction Preferred Shares of beneficial interest
("Preferred Shares") of John Hancock Preferred Income Fund II hereby constitutes
and appoints Keith F. Hartstein, William H. King and Alfred P. Ouellette, and
each of them singly, proxies and attorneys of the undersigned, with full power
of substitution to each, for and in the name of the undersigned, to vote and act
upon all matters at the Annual Meeting of Shareholders of the Fund to be held on
Wednesday, March 22, 2006 at the offices of the Fund, 601 Congress Street,
Boston, Massachusetts, at 9:00 a.m., Eastern time, and at any and all
adjournments thereof, in respect to all Preferred Shares of the Fund held by the
undersigned or in respect of which the undersigned would be entitled to vote or
act, with all the powers the undersigned would possess if personally present.
All proxies previously given by the undersigned in respect of said meeting are
hereby revoked.

1: To elect the following nominee to serve as Trustee of the Fund

For Withhold

Ronald R. Dion o o

2: To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent registered public accounting firm.

o FOR o AGAINST o ABSTAIN

Specify your vote by check marks in the appropriate space. This proxy will
be voted as specified. If no specification is made, the proxy will be voted for
the nominee named in the proxy statement and in favor of proposal 2. The persons
named as proxies have discretionary authority, which they intend to exercise in
favor of the proposals referred to and according to their best judgment as to
the other matters which properly come before the meeting.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE. PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR IN THE BOX ON
THE LEFT. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
Date_________________________________________________________________, 2006

------------------------------------
Signature(s) of Shareholder(s)

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

John Hancock Mellon
------------ Mellon Investor Services
JOHN HANCOCK FUNDS A Mellon Financial Company

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

Welcome to the
John Hancock Preferred Income Fund II
2006 Proxy Voting Site

Annual Meeting of Shareholders
March 22, 2006

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Click here to continue to the secure voting site.
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If your browser does not support SSL encryption, click here.

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

John Hancock Mellon
------------ Mellon Investor Services
JOHN HANCOCK FUNDS A Mellon Financial Company

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

Welcome to the John Hancock Preferred Income Fund II
2006 Proxy Voting Site

Your Internet vote authorizes the Proxies to vote your shares in the same
manner as if you marked, signed, and returned your Proxy Card.

The Board of Trustees recommends a vote
FOR Proposals 1 and 2.

-------------------------------------------------------------------
Click Here To Vote As The Board Of Trustees Recommends
-------------------------------------------------------------------

---------------------------------------------------------------
Click Here To Vote Individually On Each Proposal
---------------------------------------------------------------

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

John Hancock Mellon
------------ Mellon Investor Services
JOHN HANCOCK FUNDS A Mellon Financial Company
--------------------------------------------------------------------------------

To Vote Separately On Each Proposal - Check The Boxes Below:
------------------------------------------------------------

================================================================================
The Board recommends a vote FOR Proposals 1 and 2.
================================================================================

================================================================================
PROPOSAL 1

To elect the following nominees to serve as Trustees of the Fund
================================================================================

FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT[ ]
[ ]01 James R. Boyle
[ ]02 Charles L. Ladner
[ ]03 John A. Moore
================================================================================

================================================================================
PROPOSAL 2

To ratify the selection of PricewaterhouseCoopers LLP as the Fund's Independent
registered public accounting firm
================================================================================

For[ ] Against[ ] Abstain[ ]
================================================================================

In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting, or at any adjournment thereof.
--------------------------------------------------------------------------------

--------------------------------
Click Here To Register Your Vote
--------------------------------

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

John Hancock Mellon
------------ Mellon Investor Services
JOHN HANCOCK FUNDS A Mellon Financial Company
--------------------------------------------------------------------------------

THANK YOU FOR VOTING ELECTRONICALLY

Voting Summary

Your Control Number:

Trustees:
You Voted:
Proposal 2:
You Voted:
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Your vote has been successfully recorded and will be tabulated by Mellon
Investor Services within 24 hours. It is not necessary for you to mail back your
voting card.

If any of the above information is incorrect, return to the proxy
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