<DOCUMENT>
<TYPE>EX-99.(K)(1)
<SEQUENCE>9
<FILENAME>b48195isexv99wxkyx1y.txt
<DESCRIPTION>TRANSFER AND SERVICE AGREEMENT
<TEXT>
<PAGE>

                                                                EXHIBIT 99(k)(1)

[MELLON LOGO]

                                SERVICE AGREEMENT

                                       FOR

                             TRANSFER AGENT SERVICES

                                       TO

                  JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
                  JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
                  JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
                    JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
                   JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
                          JOHN HANCOCK INVESTORS TRUST
                      JOHN HANCOCK INCOME SECURITIES TRUST
                  JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
<PAGE>

         THIS TRANSFER AGENT AGREEMENT (this "Agreement") between John Hancock
Patriot Premium Dividend Fund I, John Hancock Patriot Premium Dividend Fund II,
John Hancock Patriot Preferred Dividend Fund, John Hancock Patriot Global
Dividend Fund, John Hancock Patriot Select Dividend Trust, John Hancock
Investors Trust, John Hancock Income Securities Trust, John Hancock Bank And
Thrift Opportunity Fund, each a Massachusetts Business Trust, a Maryland
corporation (each a "Client" and collectively the "Clients") and Mellon Investor
Services LLC, a New Jersey limited liability company ("Mellon"), is dated as of
June 1, 2002.

1.       Appointment. Clients appoint Mellon as their transfer agent, registrar
and dividend disbursing agent and Mellon accepts such appointment in accordance
with the following terms and conditions for all authorized shares of each class
of common stock listed in Exhibit A hereto (the "Shares").

2.       Term and Termination of Agreement.

         (a) This Agreement shall commence on the date hereof and shall continue
for a term of two years. Unless either party gives written notice of termination
of this Agreement at least 60 days prior to the end of the initial two year
term, or any successive one year term, this Agreement shall automatically renew
for an additional one year term.

         (b) This Agreement may be terminated at any time by either party upon a
material breach of a representation, covenant or term of this Agreement by the
other which is not cured within a period not to exceed thirty (30) days after
the date of written notice thereof by the other party.

         (c) Prior to termination of this Agreement, Clients must provide Mellon
with written instructions as to the disposition of records, as well as any
additional documentation reasonably requested by Mellon. Except as otherwise
expressly provided in this Agreement, the respective rights and duties of
Clients and Mellon under this Agreement shall cease upon termination of the
appointment.

         (d) Upon receipt of written notice of termination, Mellon shall follow
its standard procedures to facilitate the transition of services hereunder to a
successor agent, and both parties agree to use commercially practicable efforts
to effect an orderly termination of this Agreement.

3.       Duties of Mellon. Mellon will provide the services listed in Exhibit B
hereto, in the performance of its duties as transfer agent, registrar, and
dividend disbursing agent.

4.       Representations and Warranties of Mellon and Client.

         (a) Mellon represents, warrants and covenants to Clients that:

                  (i) it is a limited liability company duly organized and
existing and in good standing under the laws of the State of New Jersey;

<PAGE>

                  (ii) it is empowered under applicable laws and by its
organizational documents to enter into and perform the Transfer Agent function
per this Agreement; and

                  (iii) all requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

         (b) each Client represents, warrants and covenants to Mellon that:

                  (i) the Shares issued and outstanding on the date hereof have
been duly authorized, validly issued and are fully paid and are non-assessable;
and any Shares to be issued hereunder, when issued, shall have been duly
authorized, validly issued and fully paid and will be non-assessable;

                  (ii) the Shares issued and outstanding on the date hereof have
been duly registered under the Securities Act of 1933, as amended, and such
registration has become effective, or are exempt from such registration; and
have been duly registered under the Securities Exchange Act of 1934, as amended,
or are exempt from such registration;

                  (iii) any Shares to be issued hereunder, when issued shall
have been duly registered under the Securities Act of 1933, as amended, and such
registration shall have become effective or shall be exempt from such
registration; and shall have been duly registered under the Securities Exchange
Act of 1934, as amended, or shall be exempt from such registration;

                  (iv) such Client has paid or caused to be paid all taxes, if
any, that were payable upon or in respect of the original issuance of the Shares
issued and outstanding on the date hereof;

                  (v) the execution and delivery of this Agreement, and the
issuance and any subsequent transfer of the Shares hereunder, do not and will
not conflict with, violate, or result in a breach of, the terms, conditions or
provisions of, or constitute a default under, the charter or the by-laws of such
Client, any law or regulation, any order or decree of any court or public
authority having jurisdiction, or any mortgage, indenture, contract, agreement
or undertaking to which such Client is a party or by which it is bound; and this
Agreement is enforceable against such Client in accordance with its terms,
except as may be limited by bankruptcy, insolvency, moratorium, reorganization
and other similar laws affecting the enforcement of creditors' rights generally;
and

                  (vi) such Client shall provide the documentation and
notifications listed in Exhibit C hereto. Such Client further agrees to deliver
an opinion of counsel as provided in Exhibit C, Section 7(a) and (b) upon any
future original issuance of Shares for which Mellon will act as transfer agent
hereunder.

5.       Compensation and Expenses. Each Client shall compensate Mellon for its
services hereunder in accordance with the fee schedules listed in Exhibit D
hereto. In accordance with Exhibit D hereto, each Client shall reimburse Mellon
for all reasonable expenses, disbursements or advances incurred by it in
accordance herewith. All amounts owed to Mellon hereunder are due upon receipt
of the invoice. Delinquent payments are subject to a late payment charge of one
and one half percent (1.5%) per month commencing forty-five (45) days from the
invoice date. Clients agree to reimburse Mellon for any reasonable attorney's
fees and any other costs associated with collecting delinquent payments.

                                       2
<PAGE>

6.       Scope of Agency.

         (a) Mellon shall act solely as agent for Clients under this Agreement
and owes no duties hereunder to any other person. Mellon undertakes to perform
the duties and only the duties that are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against Mellon.

         (b) Mellon may rely upon, and shall be protected in acting or
refraining from acting in reliance upon, (i) any Client communication authorized
by this Agreement, (ii) any communication from any predecessor Transfer Agent or
co-Transfer Agent or from any Registrar (other than Mellon), predecessor
Registrar or co-Registrar, and (iii) any other written instruction, notice,
request, direction, consent, report, certificate, or other instrument, paper,
document or electronic transmission believed by Mellon to be genuine and to have
been signed or given by the proper party or parties. In addition, Mellon is
authorized to refuse to make any transfer it deems improper.

         (c) Mellon may consult with counsel (including internal counsel) whose
advice shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

         (d) Any instructions given by a Client to Mellon orally shall be
confirmed in writing by such Client as soon as practicable. Mellon shall not be
liable or responsible and shall be fully authorized and protected for acting, or
failing to act, in accordance with any oral instructions which do not conform
with the written confirmation received in accordance with this Section.

         (e) Mellon may perform any of its duties hereunder either directly or
by or through agents or attorneys.

         (f) Mellon shall not be obligated to take any legal action hereunder;
if, however, Mellon determines to take any legal action hereunder, and, where
the taking of such legal action might in Mellon's judgment subject or expose
Mellon to any expense or liability, Mellon shall not act unless it shall have
been furnished with an indemnity satisfactory to it.

7.       Indemnification.

         (a) Clients shall indemnify Mellon for, and hold it harmless against,
any loss, liability, claim or expense ("Loss") arising out of or in connection
with its duties under this Agreement or this appointment, including the costs
and expenses of defending itself against any Loss or enforcing this Agreement,
except to the extent that such Loss shall have been determined by a court of
competent jurisdiction to be a result of Mellon's negligence or intentional
misconduct.

                                       3
<PAGE>

         (b) Mellon shall indemnify Clients for, and hold them harmless against,
any Loss arising out of or in connection with Mellon's duties under this
Agreement or this appointment, including the costs and expenses of defending
Clients against any Loss or enforcing this Agreement, to the extent that such
Loss shall have been determined by a court of competent jurisdiction to be a
result of Mellon's negligence or intentional misconduct.

         (c) In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which one party may be
required to indemnify another, the indemnified party shall promptly notify the
indemnifying party of such assertion, and shall keep such party advised with
respect to all developments concerning such claim; provided, however, that a
party's failure to so notify or advise the other party shall not limit such
other party's indemnification obligation hereunder except to the extent that
such other party has been materially prejudiced by such failure. The
indemnifying party shall have the option to participate with the indemnified
party in the defense of any such claim or to defend against said claim. In no
case shall an indemnified party confess any claim or make any compromise in any
case in which an indemnifying party may be required to indemnify it except with
such indemnifying party's written consent.

8.       Limitation of Liability.

         (a) In the absence of negligence or intentional misconduct on its part,
Mellon shall not be liable for any action taken, suffered, or omitted by it or
for any error of judgment made by it in the performance of its duties under this
Agreement. Mellon's liability to each Client shall be limited in the aggregate
to an amount equal to (12) times the flat monthly fee to be paid by such Client
as set forth in Exhibit D hereto. In no event will Mellon be liable for special,
indirect, incidental or consequential loss or damages of any kind whatsoever
(including but not limited to lost profits), even if Mellon has been advised of
the possibility of such damages.

         (b) In the event any question or dispute arises with respect to
Mellon's duties hereunder, Mellon shall not be required to act or be held liable
or responsible for its failure or refusal to act until the question or dispute
has been (i) judicially settled (and, if appropriate, Mellon may file a suit in
interpleader or for a declaratory judgment for such purpose) by final judgment
rendered by a court of competent jurisdiction that is binding on all parties
interested in the matter and is no longer subject to review or appeal, or (ii)
settled by a written document in form and substance satisfactory to Mellon and
executed by Client. In addition, Mellon may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by parties
that may have an interest in the settlement.

9.       Force Majeure. Mellon shall not be liable for any failures, delays or
losses, arising directly or indirectly out of conditions beyond its reasonable
control, including, but not limited to, acts of government, exchange or market
ruling, suspension of trading, work stoppages or labor disputes, civil
disobedience, riots, rebellions, electrical or mechanical failure, computer
hardware or software failure, communications facilities failures including
telephone failure, war, fires, earthquakes, storms, floods, acts of God or
similar occurrences.

                                       4
<PAGE>

10.      Market Data. Each Client acknowledges that Mellon may provide real-time
or delayed quotations and other market information and messages ("Market Data"),
which Market Data is provided to Mellon by certain national securities exchanges
and associations who assert a proprietary interest in Market Data disseminated
by them but do not guarantee the timeliness, sequence, accuracy or completeness
thereof. Each Client agrees and acknowledges that Mellon shall not be liable in
any way for any loss or damage arising from or occasioned by any inaccuracy,
error, delay in, omission of, or interruption in any Market Data or the
transmission thereof.

11.      Bankruptcy; Non-payment; Reorganization. Subject to a reasonable
opportunity for Clients to cure, Mellon may suspend transfers and/or terminate
this Agreement with respect to a Client if (i) such Client fails to pay amounts
due or defaults on any of its material obligations hereunder; (ii) any
proceeding in bankruptcy, reorganization, receivership or insolvency is
commenced by or against such Client, such Client shall become insolvent, or
shall cease paying its obligations as they become due or makes any assignment
for the benefit of its creditors; or (iii) such Client is acquired by or is
merged with or into another entity where such Client is not the surviving
company, or such Client sells all or substantially all of its assets. Each
Client agrees that if any of the foregoing events shall occur and such Client
failures to cure, all fees to which Mellon is or shall be entitled hereunder
shall be immediately due and payable to Mellon. Unrealized fees will be
calculated from the termination date to the expiration date of the then current
term based on the services and number of shareholders as of the termination
date.

12.      Notices. All notices, demands and other communications given pursuant
to the terms and provisions hereof shall be in writing, shall be deemed
effective on the date of receipt, and may be sent by facsimile, overnight
delivery services, or by certified or registered mail, return receipt requested
to:

If to a Client:                             with an additional copy to:

(see title page for Client names)           [additional notice name and address]
c/o John Hancock Advisers                   None
101 Huntington Avenue
Boston, MA 02199
Attn: Susan S. Newton
Tel: 617 375 1702
Fax: 617 375 1770

                                       5
<PAGE>

If to Mellon:                                       with an additional copy to:

Mellon Investor Services LLC                        Mellon Investor Services LLC
111 Founders Plaza - 11th Floor                     Overpeck Centre
Hartford, CT 06108                                  85 Challenger Road
Attn: Lynore Leconche                               Ridgefield Park, NJ 07660
Tel: 860-282-3509                                   Attn: Legal Department
Fax: 860-528-6472                                   Tel: 201-373-7155
                                                    Fax: 201-373-7166

13.      Submission to Jurisdiction; Foreign Law.

         (a) Each Client hereby irrevocably submits to the non-exclusive
jurisdiction of any New York State court sitting in New York City or the United
States District Court for the Southern District of New York and any appellate
court from any thereof in any action or proceeding arising out of or relating to
this Agreement, and each Client hereby irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in such New
York State court or in such United States Federal court. Each Client hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding or a
defense based on the grounds of jurisdiction with respect thereto. Each Client
agrees that, to the fullest extent permitted by applicable laws, a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

         (b) Mellon is not required hereunder to comply with the laws or
regulations of any country other than the United States of America or any
political subdivision thereof. After consultation with a Client, Mellon may
consult with foreign counsel, at such Client's expense, to resolve any foreign
law issues that may arise as a result of such Client or any other applicable
party being subject to the laws or regulations of any foreign jurisdiction.

14.      Miscellaneous.

         (a) Amendments. This Agreement may not be amended or modified in any
manner except by a written agreement signed by both Clients and Mellon. Clients
and Mellon agree to enter into discussions to amend the Fee Schedule (Exhibit D)
if the number of shareholders increases or decreases by more than 7% in any 12
month period or the nature of services provided materially changes or if Mellon
enters into Transfer Agent contract negotiations with John Hancock Financial
Services, Inc.

         (b) Governing Law. This Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of New York, without regard
to principles of conflicts of law.

         (c) Survival of Terms. Sections 5, 7 and 8 hereof shall survive
termination of this Agreement.

                                       6
<PAGE>

         (d) Assignment. This Agreement may not be assigned, or otherwise
transferred, in whole or in part, by either party without the prior written
consent of the other party, which the other party will not unreasonably
withhold, condition or delay. Any attempted assignment in violation of the
foregoing will be void.

         (e) Headings. The headings contained in this Agreement are for the
purposes of convenience only and are not intended to define or limit the
contents of this Agreement.

         (f) Severability. Whenever possible, each provision of this Agreement
will be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is found to violate a
law, it will be severed from the rest of the Agreement and ignored.

         (g) Counterparts. This Agreement may be executed manually in any number
of counterparts, each of which such counterparts, when so executed and
delivered, shall be deemed an original, and all such counterparts when taken
together shall constitute one and the same original instrument.

         (h) Entire Agreement. This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and
merges all prior written or oral communications, understandings, and agreements
with respect to the subject matter of this Agreement. The parties acknowledge
that the Exhibits hereto are an integral part of this Agreement.

         (i) Benefits of this Agreement. Nothing in this Agreement shall be
construed to give any person or entity other than Mellon and Clients any legal
or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of Mellon and Clients.

15.      Confidentiality.

         (a) Mellon and each Client agree that they will not, at any time during
the term of this Agreement or after its termination, reveal, divulge, or make
known to any person, firm, corporation or other business organization, any
lists, trade secrets, cost figures and projections, profit figures and
projections, or any other secret or confidential information whatsoever, whether
of Mellon or of a Client, used or gained by Mellon or a Client during
performance under this Agreement. Each Client and Mellon further covenant and
agree to retain all such knowledge and information acquired during and after the
term of this Agreement respecting such lists, trade secrets, or any secret or
confidential information whatsoever in trust for the sole benefit of Mellon or
the Client and their successors and assigns. The above prohibition of disclosure
shall not apply to the extent that Mellon must disclose such data to its
sub-contractor or Client agent for purposes of providing services under this
Agreement, however, such sub-contractor shall be bound by the provisions of this
Section.

         (b) In the event that any requests or demands are made for the
inspection of the Shareholder records of the Client, other than request for
records of Shareholders pursuant to standard subpoenas from state or federal
government authorities (e.g., in divorce and criminal actions), Mellon will
endeavor to notify the Client and to secure instructions from an authorized

                                       7
<PAGE>

officer of the Client as to such inspection. Mellon expressly reserves the
right, however, to exhibit the Shareholder records to any person whenever it is
advised by counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person or if required by law or court order.

16.      Privacy of Consumer Information. Whereas, it is reasonably necessary
for Client to furnish to Mellon certain information about Client customers or
prospective customers ("customer information"), to enable Mellon to perform its
services for Client; and Client and/or its representative has provided and/or
will provide customer information to Mellon for the purpose of performing one or
more tasks for Client; and Client is legally required to protect the
confidentiality of customer information; Mellon and Client agree as follows:

         (a) Mellon will not disclose any customer information provided to it by
or on behalf of Client to any affiliated or unaffiliated third party except to
the extent Mellon reasonably believes necessary to satisfy the purpose for which
the customer information was provided to Mellon, and provided that Mellon will
take reasonable efforts to impose on such third party the same confidentiality
requirements that Mellon is required to abide by with respect to the customer
information.

         (b) Mellon will not use customer information for any purpose other than
the specific purpose for which it was provided to Mellon by or on behalf of
Client, and will make customer information available to its employees only as
reasonably necessary to satisfy the purpose for which the customer information
was provided to Mellon.

         (c) Mellon will maintain reasonable security guidelines to ensure its
ability to comply with the requirements of this Section 16.

         (d) This Agreement shall be in addition to any confidentiality
provisions in any existing agreement between the parties; provided, however,
that in the event of a conflict, the provision that provides the most
confidentiality or security protection for customer information shall prevail.

[The remainder of this page has been intentionally left blank. Signature page
follows.]

                                       8
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the day and year above written.

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND

By:    /s/ Susan S. Newton
       ---------------------------------------------
Name:  Susan S. Newton
Title: Senior Vice President and Corporate Secretary

MELLON INVESTOR SERVICES LLC

By:    /s/ Beverly A. Verrico
       ---------------------------------------------
Name:  Beverly A. Verrico
Title: Vice President

                                       9
<PAGE>

[MELLON LOGO]                                                          Exhibit A

                         STOCK SUBJECT TO THE AGREEMENT

<TABLE>
<CAPTION>
                                                              Common Shares
                                                         Number of Authorized &
                  Client Name                                issued Shares
-------------------------------------------------------------------------------
<S>                                                      <C>
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I                  14,979,601

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II                 15,002,724

JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND                   7,257,200

JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND                      8,334,700

JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST                     9,885,027

JOHN HANCOCK INVESTORS TRUST                                   7,978,242

JOHN HANCOCK INCOME SECURITIES TRUST                          10,898,374

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND                 84,400,000
</TABLE>

                                      A-1
<PAGE>

[MELLON LOGO]                                                          Exhibit B

                             SERVICES TO BE PROVIDED

Account Maintenance Functions

-        Opening new accounts

-        Posting debits and credits

-        Maintaining certificate history

-        Placing and releasing stop transfer notations

-        Consolidating accounts

-        Coding accounts requiring special handling (e.g. "bad address," "do not
         mail," "VIP," etc.)

-        Processing address changes

-        Responding to shareholder correspondence

-        Providing a dedicated toll-free phone number for shareholder inquiries

-        Obtaining and posting Taxpayer Identification Number certifications
         pursuant to IDTCA regulations

-        Maintaining inactive accounts for the purpose of research and tax
         reporting

-        Closing (purging) inactive accounts that meet selective criteria

-        Providing Client and its shareholders with on-line access to
         shareholder records

-        Training on all aspects of Mellon's stock transfer system

-        Create and generate management reports which Client and Mellon agree
         upon.

-        Handle buck-slip inserts into statements or privacy statement and or
         special mailings.

Security Issuance Functions

-        Qualifying under the rules of the NYSE and NASDAQ/AMEX to act in the
         dual capacity as transfer agent and registrar

-        Maintaining mail and window facilities for the receipt of transfer
         requests

-        Maintaining and securing unissued certificate inventory and supporting
         documents

-        Examining issuance or transfer requests to ensure that proper authority
         is being exercised

-        Verifying (to the extent possible) that surrendered certificates are
         genuine and have not been altered

-        Verifying that original issuances are properly authorized and have
         necessary regulatory approval

                                      B-1
<PAGE>

-        In connection with requests for transfer, verifying that Shares issued
         equal the amount surrendered

-        Place and remove stop orders on Shares

-        Verifying that no stop orders are held against Shares submitted for
         transfer

-        Issuing and registering new securities

-        Recording canceled and issued securities

-        Canceling surrendered certificates

-        Delivering completed transfers

-        Processing restricted and legal transfers upon presentment of
         appropriate supporting documentation

-        Preparing daily transfer or management summary journals

-        Replacing lost, destroyed or stolen certificates provided that Mellon
         is in receipt of (a) evidence acceptable to it of the loss, theft or
         destruction, and (b) a surety bond acceptable to Mellon sufficient to
         indemnify and hold it and Client harmless (charge imposed on
         shareholder)

Proxy and Annual Meeting Functions

-        Assisting in annual meeting planning

-        Processing and mailing proxy material and Annual Report

-        Tabulating physical proxies (both scanner and manual) returned by
         shareholders

-        Identifying shareholders who will attend the Annual Meeting

-        Providing Inspector(s) of Election for the Annual Meeting

-        Supporting efforts of any proxy solicitor

-        Preparing certified list of record date holders

-        Preparing report of final vote

-        Providing remote access to proxy tabulation system

-        Maintaining an automated link with (i) DTC to redistribute record date
         Cede & Co. share positions to participants and (ii) ADP to receive
         transmissions of broker votes

-        Processing omnibus proxies for respondent banks

Cash Dividend Disbursement Functions (If Applicable)

-        Disburse regularly scheduled dividends for each fund as outlined in
         Exhibit D hereto

-        Preparing and mailing checks

-        Reconciling checks

-        Preparing payment register in list form

-        Withholding and filing taxes for non-resident aliens and others

-        Filing federal tax information returns

-        Processing "B" and "C" notices received from the IRS

-        Mailing required statements (Form 1099DIV or Form 1042) to registered
         holders

                                      B-2
<PAGE>

-        Maintaining stop payment files and issuing replacement checks

-        Maintaining separate dividend addresses

-        Receiving, verifying and posting funds to cover entire dividend
         distribution on mailing date of checks

Escheatment Services

-        Taking all necessary steps to establish compliance with the unclaimed
         property requirements of all jurisdictions that may have a claim on
         escheatable property held by your organization

-        Identifying specific records and property subject to reporting based
         upon current state statutes, rules, and regulations

-        Executing state mandated due diligence mailings for lost property
         owners as required, organizing records into acceptable formats for
         reporting, and remitting property due each state when and as required

-        Obtaining penalty and interest release agreements and indemnification
         from future claim agreements (on property remitted) from the states
         that offer such agreements

-        Identifying all property that has become escheatable since the last
         filing date

-        Reviewing the applicable state regulations to determine if there have
         been any changes in reporting procedures

-        Reporting and remitting to each state when and as required

-        Executing a mailing to all accounts with uncashed checks or RPO
         certificates as required by state laws

-        Executing SEC mandated lost shareholder database searches

Quality Standards

-        Establish mutually agreed upon set of service performance standards.

-        Provide client with monthly service performance reports and formal
         quarterly service performance reports for review by Board of Trustees.

                                      B-3
<PAGE>

Other Services (Optional Services - Subject to additional fees):

-        ACH, Direct Deposit Services

-        Bank/Broker Distributions

-        Confidential Proxy Voting

-        Corporate Stock Buy-Backs

-        Custodial Services

-        Direct Purchase & Dividend Reinvestment Services

-        Direct Registration System/Profile Services

-        Dividends - special cash dividends

-        Solicitation, processing and maintenance of consents for electronic
         distribution of materials

-        Electronic distribution of material

-        Electronic Proxy Voting (e.g. telephone, internet, intranet)

-        Employee Stock Option Plan administration

-        Employee Stock Purchase Plan Administration

-        Escrow Services

-        Exchanges or Tender Offers

-        Foreign Tax Re-claim

-        Solicitation, processing and maintenance of consents for delivery of
         materials to households

-        Logistics services including document transportation, fulfillment,
         printing and media placement

-        Mailing Quarterly or Periodic Reports

-        Maintaining Mail Lists

-        Odd-Lot Programs

-        Proxy Solicitation

-        Secondary Offerings or Closings

-        Special Meetings

-        Standby Rights Agency

-        Stock Splits and Stock Dividends

-        StockWatch (beneficial owner identification)

-        Subscription Agent Services

-        Survey Tabulation

-        Warrant Agency

                                      B-4
<PAGE>

[MELLON LOGO]                                                          Exhibit C

              DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO MELLON

                        UPON EXECUTION OF THIS AGREEMENT

Client shall provide Mellon with the following:

1.       An adequate supply of Share certificates.

2.       A copy of the resolutions adopted by the Board of Directors of Client
         appointing or authorizing the appointment of Mellon as Transfer Agent
         and/or Registrar and Dividend Disbursing Agent, as the case may be,
         duly certified by the Secretary or Assistant Secretary of Client under
         the corporate seal.

3.       A copy of the Certificate of Incorporation of Client, and all
         amendments thereto, certified by the Secretary of State of the state of
         incorporation.

4.       A copy of the By-laws of Client as amended to date, duly certified by
         the Secretary of Client under the corporate seal.

5.       A certificate of the Secretary or an Assistant Secretary of Client,
         under its corporate seal, stating that:

         a) this Agreement has been executed and delivered pursuant to the
         authority of Client's Board of Directors;

         b) the attached specimen Share certificate(s) are in substantially the
         form submitted to and approved by Client's Board of Directors for
         current use and the attached specimen Share certificates for each Class
         of Stock with issued and outstanding Shares are in the form previously
         submitted to and approved by Client's Board of Directors for past use;

         c) the attached list of existing agreements pursuant to which Shares
         have been reserved for future issuance specifying the number of
         reserved Shares subject to each such existing agreement and the
         substantive provisions thereof, is true and complete, or no Shares have
         been reserved for future issuance.

         d) each shareholder list provided is true and complete (such
         certification may state that it is based upon the certification of the
         predecessor Transfer Agent or predecessor Registrar that prepared the
         list) or no Shares are outstanding;

         e) the name of each stock exchange upon which any of the Shares are
         listed and the number and identity of the Shares so listed;

         f) the name and address of each co-Transfer Agent, Registrar (other
         than Mellon) or co-Registrar for any of the Shares and the extent of
         its appointment, or there are no co-Transfer Agents, Registrars (other
         than Mellon) or co-Registrars for any of the Shares; and

                                      C-1
<PAGE>

         g) the officer(s) of Client, who executed this Agreement as well as any
         certificates or papers delivered to Mellon pursuant to this Agreement,
         were validly elected to, and the incumbents of, the offices they
         purported to hold at the time of such execution and delivery, and that
         their signatures on all documentation are genuine; and upon which is
         subscribed a certificate of an officer of Client, other than the
         officer executing the certificate of the Secretary, stating that the
         person who executed the certificate of the Secretary was validly
         elected to, and is the Secretary or an Assistant Secretary of Client
         and that his signature on the certificate is genuine.

6.       A shareholder list, preferably in machine readable format, certified as
         true and complete by the person preparing the list, for the issued and
         outstanding Shares, setting forth as to each holder, his/her name and
         address, tax identification number certified by the shareholder
         pursuant to requirements of the Internal Revenue Code and applicable
         regulations, the number of Shares held, the Share certificate numbers
         and the existence of any stop orders or other transfer restrictions.

7.       Opinion of in-house counsel for Client, addressed to Mellon, to the
         effect that:

         a) the Shares issued and outstanding on the date hereof have been duly
         authorized, validly issued and are fully paid and are non-assessable;

         b) the Shares issued and outstanding on the date hereof have been duly
         registered under the Securities Act of 1933, as amended, and such
         registration has become effective, or are exempt from such
         registration; and have been duly registered under the Securities
         Exchange Act of 1934, as amended, or are exempt from such registration;

         c) Client has paid or caused to be paid all taxes, if any, which were
         payable upon or in respect of the original issuance of the Shares
         issued and outstanding on the date hereof; and

         d) the execution and delivery of this Agreement and the issuance of the
         Shares do not and will not conflict with, violate, or result in a
         breach of, the terms, conditions or provisions of, or constitute a
         default under, the charter or the by-laws of Client, any law or
         regulation, any order or decree of any court or public authority having
         jurisdiction, or any mortgage, indenture, contract, agreement or
         undertaking to which Client is a party or by which it is bound and this
         Agreement is enforceable against Client in accordance with it terms,
         except as limited by bankruptcy, insolvency, moratorium, reorganization
         and other similar laws affecting the enforcement of creditors' rights
         generally.

8.       A completed Internal Revenue Service Form 2678.

                                      C-2
<PAGE>

                             NOTIFICATION OF CHANGES

Client shall promptly notify Mellon of the following:

1.       Any change in the name of Client, amendment of its certificate of
         incorporation or its by-laws;

2.       Any change in the title of a Class of Stock from that set forth in the
         first column of Exhibit A;

3.       Any change in the Number of Authorized Shares from that set forth in
         the second column of Exhibit A;

4.       Any change in existing agreements or any entry into new agreements
         changing the Number of Authorized Shares Reserved for Future Issuance
         Under Existing Agreements from that listed in the fourth column of
         Exhibit A hereto;

5.       Any change in the number of outstanding Shares subject to stop orders
         or other transfer limitations;

6.       The listing or delisting of any Shares on any stock exchange;

7.       The appointment after the date hereof of any co-Transfer Agent,
         Registrar (other than Mellon) or any co-Registrar for any of the
         Shares;

8.       The merger of Client into, or the consolidation of Client with, or the
         sale or other transfer of the assets of Client substantially as an
         entirety to, another person; or the merger or consolidation of another
         person into or with Client; and

9.       Any other change in the affairs of Client of which Mellon must have
         knowledge to perform properly its duties under this Agreement.

                                      C-3
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                  JOHN HANCOCK BANK & thrift opportunities Fund

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                   <C>
Annual Administrative Fee:                                            $ 10,000
Annual Dividend Reinvestment Administrative Fee:                      $  6,300
Annual Fee Per Active Shareholder Account:                            $   2.50
Annual Fee Per Inactive Shareholder Account:                          $   1.00
Annual Fee Per Dividend Reinvestment Account:                         $   4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                     1,487
Number of option items processed                                            50
Number of restricted items processed                                        25
Number of legal items processed                                             10
Number of mailings per year (including one enclosure)                        1
Number of cash dividends paid per fiscal year                                1
Number of semi-annual report mailings                                        2
Number of reports, analyses, list or labels                                  6
Number of Inspectors of Election                                             1
Number of respondent bank omnibus proxies                                   15
Number of certificates issued and book-entry credits                        10
Number of certificates cancelled and book-entry debits                     300
Number of DWACS                                                             25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                     50
Number of shareholder telephone calls transferred out of the IVR to
  a Customer Service Representative                                        500
Number of shareholder written or E-mail inquiries                           25
Number of Investor ServiceDirect? transactions                              50
Number of state mandated due diligence mailings for lost property,
  as required                                                               25
Number of SEC mandated lost shareholder database searches                   25
</TABLE>

                                      D-1
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                               <C>
For each active account maintained (per year)                                     $    2.50
For each inactive account maintained                              40% of active account fee
For each option issued                                                            $   25.00
For each legal item processed                                                     $   50.00
Mailings                                                                       See Attached
Lists / Labels / Analyses                                                      See Attached
For each additional Inspector of Election                                         $1,500.00
For each respondent bank omnibus proxy                                            $  100.00
For each DWAC delivery                                                            $   25.00
For each certificate issued or cancelled                                          $    2.00
For each book-entry credit or debit posted                                        $    1.50
For each shareholder telephone call via CSR                                       $    5.25
For each shareholder telephone call via IVR                                       $    1.50
For each correspondence responding to a shareholder                               $   15.00
For each Investor ServiceDirect transaction                                       $    1.50
For each stop maintained on a lost certificate (per month)                        $    0.05
For each stop removed from a lost certificate                                     $    0.05
For each stop placed on or removed from a restricted security                     $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement

         -        PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-2
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                      JOHN HANCOCK INCOME SECURITIES TRUST

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                   <C>
Annual Administrative Fee:                                            $ 18,000
Annual Dividend Reinvestment Administrative Fee:                      $  7,500
Annual Fee Per Active Shareholder Account:                            $   2.50
Annual Fee Per Inactive Shareholder Account:                          $   1.00
Annual Fee Per Dividend Reinvestment Account:                         $   4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                     5,132
Number of option items processed                                            50
Number of restricted items processed                                        25
Number of legal items processed                                             75
Number of mailings per year (including one enclosure)                        1
Number of cash dividends paid per fiscal year                                4
Number of semi-annual report mailings                                        2
Number of reports, analyses, list or labels                                  6
Number of Inspectors of Election                                             1
Number of respondent bank omnibus proxies                                   15
Number of certificates issued and book-entry credits                       150
Number of certificates cancelled and book-entry debits                     900
Number of DWACS                                                             25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                     50
Number of shareholder telephone calls transferred out of the IVR
  to a Customer Service                                                    800
Representative
Number of shareholder written or E-mail inquiries                          100
Number of Investor ServiceDirect? transactions                              50
Number of state mandated due diligence mailings for lost property,
  as required                                                               25
Number of SEC mandated lost shareholder database searches                   25
</TABLE>

                                      D-3
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                                 <C>
For each active account maintained (per year)                                       $    2.50
For each inactive account maintained                                40% of active account fee
For each option issued                                                              $   25.00
For each legal item processed                                                       $   50.00
Mailings                                                                         See Attached
Lists / Labels / Analyses                                                        See Attached
For each additional Inspector of Election                                           $1,500.00
For each respondent bank omnibus proxy                                              $  100.00
For each DWAC delivery                                                              $   25.00
For each certificate issued or cancelled                                            $    2.00
For each book-entry credit or debit posted                                          $    1.50
For each shareholder telephone call via CSR                                         $    5.25
For each shareholder telephone call via IVR                                         $    1.50
For each correspondence responding to a shareholder                                 $   15.00
For each Investor ServiceDirect transaction                                         $    1.50
For each stop maintained on a lost certificate (per month)                          $    0.05
For each stop removed from a lost certificate                                       $    0.05
For each stop placed on or removed from a restricted security                       $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement

         -        PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-4
<PAGE>

[MELLON LOGO]                                                          Exhibit D

         -        Inactive accounts are defined as accounts with a share balance
                  equal to zero and no outstanding cash balances and no taxable
                  income to be reported to the Internal Revenue Service.

                                      D-5
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                          JOHN HANCOCK INVESTORS TRUST

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                 <C>
Annual Administrative Fee:                                          $  18,000
Annual Dividend Reinvestment Administrative Fee:                    $   7,500
Annual Fee Per Active Shareholder Account:                          $    2.50
Annual Fee Per Inactive Shareholder Account:                        $    1.00
Annual Fee Per Dividend Reinvestment Account:                       $    4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                    4,428
Number of option items processed                                           50
Number of restricted items processed                                       25
Number of legal items processed                                            75
Number of mailings per year (including one enclosure)                       1
Number of cash dividends paid per fiscal year                               4
Number of semi-annual report mailings                                       2
Number of reports, analyses, list or labels                                 6
Number of Inspectors of Election                                            1
Number of respondent bank omnibus proxies                                  15
Number of certificates issued and book-entry credits                    1,000
Number of certificates cancelled and book-entry debits                    900
Number of DWACS                                                            25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                    50
Number of shareholder telephone calls transferred out of the IVR
  to a Customer Service Representative                                    800
Number of shareholder written or E-mail inquiries                         100
Number of Investor ServiceDirect? transactions                             50
Number of state mandated due diligence mailings for lost
  property, as required                                                    25
Number of SEC mandated lost shareholder database searches                  25
</TABLE>

                                      D-6
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                               <C>
For each active account maintained (per year)                                     $    2.50
For each inactive account maintained                              40% of active account fee
For each option issued                                                            $   25.00
For each legal item processed                                                     $   50.00
Mailings                                                                       See Attached
Lists / Labels / Analyses                                                      See Attached
For each additional Inspector of Election                                         $1,500.00
For each respondent bank omnibus proxy                                            $  100.00
For each DWAC delivery                                                            $   25.00
For each certificate issued or cancelled                                          $    2.00
For each book-entry credit or debit posted                                        $    1.50
For each shareholder telephone call via CSR                                       $    5.25
For each shareholder telephone call via IVR                                       $    1.50
For each correspondence responding to a shareholder                               $   15.00
For each Investor ServiceDirect transaction                                       $    1.50
For each stop maintained on a lost certificate (per month)                        $    0.05
For each stop removed from a lost certificate                                     $    0.05
For each stop placed on or removed from a restricted security                     $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement

         -        PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-7
<PAGE>

[MELLON LOGO]                                                          Exhibit D

         -        Inactive accounts are defined as accounts with a share balance
                  equal to zero and no outstanding cash balances and no taxable
                  income to be reported to the Internal Revenue Service.

                                      D-8
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                    JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                  <C>
Annual Administrative Fee:                                           $  12,000
Annual Dividend Reinvestment Administrative Fee:                     $  10,000
Annual Fee Per Active Shareholder Account:                           $    2.50
Annual Fee Per Inactive Shareholder Account:                         $    1.00
Annual Fee Per Dividend Reinvestment Account:                        $    4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                       444
Number of option items processed                                            50
Number of restricted items processed                                        25
Number of legal items processed                                             25
Number of mailings per year (including one enclosure)                        1
Number of cash dividends paid per fiscal year                               12
Number of semi-annual report mailings                                        2
Number of reports, analyses, list or labels                                  6
Number of Inspectors of Election                                             1
Number of respondent bank omnibus proxies                                   15
Number of certificates issued and book-entry credits                        15
Number of certificates cancelled and book-entry debits                     150
Number of DWACS                                                             25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                     50
Number of shareholder telephone calls transferred out of the
  IVR to a Customer Service Representative                                 150
Number of shareholder written or E-mail inquiries                           50
Number of Investor ServiceDirect? transactions                              50
Number of state mandated due diligence mailings for lost
  property, as required                                                     25
Number of SEC mandated lost shareholder database searches                   25
</TABLE>

                                      D-9
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                               <C>
For each active account maintained (per year)                                     $    2.50
For each inactive account maintained                              40% of active account fee
For each option issued                                                            $   25.00
For each legal item processed                                                     $   50.00
Mailings                                                                       See Attached
Lists / Labels / Analyses                                                      See Attached
For each additional Inspector of Election                                         $1,500.00
For each respondent bank omnibus proxy                                            $  100.00
For each DWAC delivery                                                            $   25.00
For each certificate issued or cancelled                                          $    2.00
For each book-entry credit or debit posted                                        $    1.50
For each shareholder telephone call via CSR                                       $    5.25
For each shareholder telephone call via IVR                                       $    1.50
For each correspondence responding to a shareholder                               $   15.00
For each Investor ServiceDirect transaction                                       $    1.50
For each stop maintained on a lost certificate (per month)                        $    0.05
For each stop removed from a lost certificate                                     $    0.05
For each stop placed on or removed from a restricted security                     $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement

         -        PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-10
<PAGE>

[MELLON LOGO]                                                          Exhibit D

         -        Inactive accounts are defined as accounts with a share balance
                  equal to zero and no outstanding cash balances and no taxable
                  income to be reported to the Internal Revenue Service.

                                      D-11
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                  JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                  <C>
Annual Administrative Fee:                                           $  12,500
Annual Dividend Reinvestment Administrative Fee:                     $  10,000
Annual Fee Per Active Shareholder Account:                           $    2.50
Annual Fee Per Inactive Shareholder Account:                         $    1.00
Annual Fee Per Dividend Reinvestment Account:                        $    4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                       681
Number of option items processed                                            50
Number of restricted items processed                                        25
Number of legal items processed                                             25
Number of mailings per year (including one enclosure)                        1
Number of cash dividends paid per fiscal year                               12
Number of semi-annual report mailings                                        2
Number of reports, analyses, list or labels                                  6
Number of Inspectors of Election                                             1
Number of respondent bank omnibus proxies                                   15
Number of certificates issued and book-entry credits                        10
Number of certificates cancelled and book-entry debits                     150
Number of DWACS                                                             25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                     50
Number of shareholder telephone calls transferred out of the
  IVR to a Customer Service Representative                                 150
Number of shareholder written or E-mail inquiries                           50
Number of Investor ServiceDirect? transactions                              50
Number of state mandated due diligence mailings for lost
  property, as required                                                     25
Number of SEC mandated lost shareholder database searches                   25
</TABLE>

                                      D-12
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                             <C>
For each active account maintained (per year)                                   $    2.50
For each inactive account maintained                            40% of active account fee
For each option issued                                                          $   25.00
For each legal item processed                                                   $   50.00
Mailings                                                                     See Attached
Lists / Labels / Analyses                                                    See Attached
For each additional Inspector of Election                                       $1,500.00
For each respondent bank omnibus proxy                                          $  100.00
For each DWAC delivery                                                          $   25.00
For each certificate issued or cancelled                                        $    2.00
For each book-entry credit or debit posted                                      $    1.50
For each shareholder telephone call via CSR                                     $    5.25
For each shareholder telephone call via IVR                                     $    1.50
For each correspondence responding to a shareholder                             $   15.00
For each Investor ServiceDirect transaction                                     $    1.50
For each stop maintained on a lost certificate (per month)                      $    0.05
For each stop removed from a lost certificate                                   $    0.05
For each stop placed on or removed from a restricted security                   $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement

         -        PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-13
<PAGE>

[MELLON LOGO]                                                          Exhibit D

         -        Inactive accounts are defined as accounts with a share balance
                  equal to zero and no outstanding cash balances and no taxable
                  income to be reported to the Internal Revenue Service.

                                      D-14
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                  JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                   <C>
Annual Administrative Fee:                                            $ 12,500
Annual Dividend Reinvestment Administrative Fee:                      $ 10,000
Annual Fee Per Active Shareholder Account:                            $   2.50
Annual Fee Per Inactive Shareholder Account:                          $   1.00
Annual Fee Per Dividend Reinvestment Account:                         $   4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                     1,299
Number of option items processed                                            50
Number of restricted items processed                                        25
Number of legal items processed                                             25
Number of mailings per year (including one enclosure)                        1
Number of cash dividends paid per fiscal year                               12
Number of semi-annual report mailings                                        2
Number of reports, analyses, list or labels                                  6
Number of Inspectors of Election                                             1
Number of respondent bank omnibus proxies                                   15
Number of certificates issued and book-entry credits                        20
Number of certificates cancelled and book-entry debits                     300
Number of DWACS                                                             25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                     50
Number of shareholder telephone calls transferred out of the
  IVR to a Customer Service Representative                                 400
Number of shareholder written or E-mail inquiries                           80
Number of Investor ServiceDirect? transactions                              50
Number of state mandated due diligence mailings for lost
  property, as required                                                     25
Number of SEC mandated lost shareholder database searches                   25
</TABLE>

                                      D-15
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                               <C>
For each active account maintained (per year)                                     $    2.50
For each inactive account maintained                              40% of active account fee
For each option issued                                                            $   25.00
For each legal item processed                                                     $   50.00
Mailings                                                                       See Attached
Lists / Labels / Analyses                                                      See Attached
For each additional Inspector of Election                                         $1,500.00
For each respondent bank omnibus proxy                                            $  100.00
For each DWAC delivery                                                            $   25.00
For each certificate issued or cancelled                                          $    2.00
For each book-entry credit or debit posted                                        $    1.50
For each shareholder telephone call via CSR                                       $    5.25
For each shareholder telephone call via IVR                                       $    1.50
For each correspondence responding to a shareholder                               $   15.00
For each Investor ServiceDirect transaction                                       $    1.50
For each stop maintained on a lost certificate (per month)                        $    0.05
For each stop removed from a lost certificate                                     $    0.05
For each stop placed on or removed from a restricted security                     $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement

         -        PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-16
<PAGE>

[MELLON LOGO]                                                          Exhibit D

         -        Inactive accounts are defined as accounts with a share balance
                  equal to zero and no outstanding cash balances and no taxable
                  income to be reported to the Internal Revenue Service.

                                      D-17
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                  JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                  <C>
Annual Administrative Fee:                                           $  15,000
Annual Dividend Reinvestment Administrative Fee:                     $  10,000
Annual Fee Per Active Shareholder Account:                           $    2.50
Annual Fee Per Inactive Shareholder Account:                         $    1.00
Annual Fee Per Dividend Reinvestment Account:                        $    4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                       844
Number of option items processed                                            50
Number of restricted items processed                                        25
Number of legal items processed                                             25
Number of mailings per year (including one enclosure)                        1
Number of cash dividends paid per fiscal year                               12
Number of semi-annual report mailings                                        2
Number of reports, analyses, list or labels                                  6
Number of Inspectors of Election                                             1
Number of respondent bank omnibus proxies                                   15
Number of certificates issued and book-entry credits                        10
Number of certificates cancelled and book-entry debits                     200
Number of DWACS                                                             25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                     50
Number of shareholder telephone calls transferred out of the
  IVR to a Customer Service Representative                                 300
Number of shareholder written or E-mail inquiries                           50
Number of Investor ServiceDirect? transactions                              50
Number of state mandated due diligence mailings for lost
  property, as required                                                     25
Number of SEC mandated lost shareholder database searches                   25
</TABLE>

                                      D-18
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                               <C>
For each active account maintained (per year)                                    $     2.50
For each inactive account maintained                              40% of active account fee
For each option issued                                                            $   25.00
For each legal item processed                                                     $   50.00
Mailings                                                                       See Attached
Lists / Labels / Analyses                                                      See Attached
For each additional Inspector of Election                                         $1,500.00
For each respondent bank omnibus proxy                                            $  100.00
For each DWAC delivery                                                            $   25.00
For each certificate issued or cancelled                                          $    2.00
For each book-entry credit or debit posted                                        $    1.50
For each shareholder telephone call via CSR                                       $    5.25
For each shareholder telephone call via IVR                                       $    1.50
For each correspondence responding to a shareholder                               $   15.00
For each Investor ServiceDirect transaction                                       $    1.50
For each stop maintained on a lost certificate (per month)                        $    0.05
For each stop removed from a lost certificate                                     $    0.05
For each stop placed on or removed from a restricted security                     $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement

         -        PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-19
<PAGE>

[MELLON LOGO]                                                          Exhibit D

         -        Inactive accounts are defined as accounts with a share balance
                  equal to zero and no outstanding cash balances and no taxable
                  income to be reported to the Internal Revenue Service.

                                      D-20
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                   JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST

Initial Term of Agreement:              Two (2) Years

<TABLE>
<S>                                                                 <C>
Annual Administrative Fee:                                          $  12,500
Annual Dividend Reinvestment Administrative Fee:                    $  10,000
Annual Fee Per Active Shareholder Account:                          $    2.50
Annual Fee Per Inactive Shareholder Account:                        $    1.00
Annual Fee Per Dividend Reinvestment Account:                       $    4.00

The above fee will be charged for all services listed in Exhibit B
and will be subject to the following annual allowances and
additional charges:

Number of active accounts maintained                                      846
Number of option items processed                                           50
Number of restricted items processed                                       25
Number of legal items processed                                            25
Number of mailings per year (including one enclosure)                       1
Number of cash dividends paid per fiscal year                              12
Number of semi-annual report mailings                                       2
Number of reports, analyses, list or labels                                 6
Number of Inspectors of Election                                            1
Number of respondent bank omnibus proxies                                  15
Number of certificates issued and book-entry credits                       10
Number of certificates cancelled and book-entry debits                    150
Number of DWACS                                                            25
Number of shareholder telephone calls handled by Interactive
  Voice Response System                                                    50
Number of shareholder telephone calls transferred out of the
  IVR to a Customer Service Representative                                300
Number of shareholder written or E-mail inquiries                          50
Number of Investor ServiceDirect? transactions                             50
Number of state mandated due diligence mailings for lost
  property, as required                                                    25
Number of SEC mandated lost shareholder database searches                  25
</TABLE>

                                      D-21
<PAGE>

[MELLON LOGO]                                                          Exhibit D

To the extent the above annual allowances are exceeded, the following unit fees
will apply:

<TABLE>
<S>                                                              <C>
For each active account maintained (per year)                                    $    2.50
For each inactive account maintained                             40% of active account fee
For each option issued                                                           $   25.00
For each legal item processed                                                    $   50.00
Mailings                                                                      See Attached
Lists / Labels / Analyses                                                     See Attached
For each additional Inspector of Election                                        $1,500.00
For each respondent bank omnibus proxy                                           $  100.00
For each DWAC delivery                                                           $   25.00
For each certificate issued or cancelled                                         $    2.00
For each book-entry credit or debit posted                                       $    1.50
For each shareholder telephone call via CSR                                      $    5.25
For each shareholder telephone call via IVR                                      $    1.50
For each correspondence responding to a shareholder                              $   15.00
For each Investor ServiceDirect transaction                                      $    1.50
For each stop maintained on a lost certificate (per month)                       $    0.05
For each stop removed from a lost certificate                                    $    0.05
For each stop placed on or removed from a restricted security                    $   50.00
</TABLE>

For the purposes of this agreement the following definitions apply:

1.       Investor ServiceDirect (ISD) transactions will include any shareholder
         transaction initiated through ISD including, but not limited to, the
         following:

         -        Purchasing or selling shares

         -        Duplicate 1099 requests

         -        Updating or changing consent to electronic delivery

         -        Forms or document requests

         -        Taxpayer certification

         -        Certificate issuance

         -        Update dividend reinvestment selection

         -        Duplicate book entry statement - PIN change

2.       Active and Inactive accounts will be defined as follows:

         -        Active accounts are defined as accounts with a share balance
                  greater than zero or outstanding cash balances or taxable
                  income that has not yet been reported to the Internal Revenue
                  Service.

                                      D-22
<PAGE>

[MELLON LOGO]                                                          Exhibit D

         -        Inactive accounts are defined as accounts with a share balance
                  equal to zero and no outstanding cash balances and no taxable
                  income to be reported to the Internal Revenue Service.

                                      D-23
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                            LISTS / LABELS / ANALYSES

                                  FEE SCHEDULE

                           (Applicable to all Clients)

<TABLE>
<S>                                                                        <C>
LISTS

     Per name listed                                                       $0.05

LABELS

     Per label printed                                                     $0.05

ANALYSES

     Per name passed on data base                                          $0.02

     Per name listed in report                                             $0.05

(Minimum charge for each of the above services will be $250.)
</TABLE>

                                      D-24
<PAGE>

[MELLON LOGO]                                                          Exhibit D

                                MAILING SERVICES

                                  FEE SCHEDULE

                           (Applicable to all Clients)

<TABLE>
<S>                                                                              <C>
ADDRESSING

     Addressing mailing medium (per name)                                        $0.05

AFFIXING

     Affixing labels (per label)                                                 $0.04

INSERTING

     Inserting Enclosures (Machine)

         1st Enclosure (per piece)                                               $0.05

         2nd Enclosure (per piece)                                               $0.04

         Each Enclosure thereafter (per piece)                                   $0.03

     Inserting Enclosures (Manual)

         Charge will be determined based on analysis of work to be performed.

(Minimum charge for any mailing will be $500.)
</TABLE>

                                      D-25
<PAGE>

[MELLON LOGO]                                                          Exhibit D

EXPENSES AND OTHER CHARGES (Applicable to all Clients)

Fees and Out of Pocket Expenses: The cost of stationery and supplies, including
but not limited to transfer sheets, dividend checks, envelopes, and paper stock,
together with any disbursement for telephone, postage, mail insurance, travel
for annual meeting, link-up charges for ADP and tape charges from DTC are billed
in addition to the above fees. All charges and fees, out of pocket costs,
expenses and disbursements of Mellon are due and payable by Client upon receipt
of an invoice from Mellon.

With respect to any shareholder mailing processed by Mellon, client shall, at
least one business day prior to mail date, provide immediately available funds
sufficient to cover all postage due on such mailing. For any dividend mailing,
client shall, at least one business day prior to the mail date, also provide
immediately available funds sufficient to pay the aggregate amount of dividends
to be paid.

If Client participates in the Direct Registration System, Mellon will provide a
"sell" feature for liquidation of book-entry shares held on behalf of a
shareholder. Upon receipt of a sell request by the registered shareholder,
Mellon Bank, N.A. will process the request and remit the proceeds to the
shareholder in the form of a check (less the appropriate fees). The charge for
each such sale is $15.00 plus $0.12 per share or, if applicable, the fees quoted
in the Client's stock purchase and / or dividend reinvestment plan.

Offering Administration Fee: A minimum fee of $5,000 will be imposed for
activities associated with initial public offerings (IPO's), secondary offerings
and / or closings. The fee covers the coordination of efforts necessary between
Mellon, the Client's underwriters, the banknote company and DTC in order to
effect the closing. This fee will cover the issuance of up to 200 certificates
and /or book-entry credits. Certificates and / or book-entry credits over this
amount will be billed at $2.00 each. This fee is in addition to any fees Mellon
may charge for coordination of selling shareholders, custody services and / or
escrow services.

Conversion: There shall be no charge for converting the Client's files to
Mellon's systemunless extraordinary efforts will be required to complete the
conversion, such as account history conversion or file format conversion. Mellon
will review the conversion requirements and any charge will be discussed with
and approved by the Client prior to work commencing. In addition, if an
out-of-proof condition exists at the time of conversion, and such condition is
not resolved within 90 days of such conversion, Client agrees to provide Mellon
with funds or shares sufficient to resolve the out-of-proof condition promptly
after the 90th day.

Deconversion Fee: In the event Client requests that Mellon provide records to a
successor agent, in connection with the expiration or termination of this
Agreement, Client shall pay Mellon a fee for deconversion services (e.g.,
providing shareholder lists and files, producing and shipping records, answering
successor agent inquiries). This fee will be based on Mellon's then-current

                                      D-26
<PAGE>

[MELLON LOGO]                                                          Exhibit D

deconversion fee schedule. Mellon may withhold the Client's records, reports and
unused certificate stock from a successor agent pending the Client's payment in
full of all fees and expenses owed to Mellon under this Agreement.

Legal, Technological Expenses: Certain expenses may be incurred in resolving
legal matters that arise in the course of performing services hereunder. This
may result in a separate charge to cover Mellon's expenses (including the cost
of external or internal counsel) in resolving such matters; provided that any
legal expenses charged to the Clients shall be reasonable. Mellon shall use best
efforts to consult with Client prior to incurring any material expenses in
accordance with this paragraph.

In the event any Federal regulation and/or state or local law are enacted which
require Mellon to make any technological improvements and/or modifications to
its current system, Client shall compensate Mellon, on a pro rata basis
proportionate to the Client's registered shareholder base, for the costs
associated with making such required technological improvements and/or
modifications.

Record Storage: Monthly fee of $2.50 per box, with a minimum charge of $50.00.

Lost Shareholder Services: A fee of $3.00 will be charged for each lost account
searched per database searched. A fee of $2.50 will be charged per account for
each state mandated due diligence mailing.

Other Services: Fees for any services provided to Client by or on behalf of
Mellon hereunder that are not set forth in Exhibit B hereto or in this Exhibit D
will be based on Mellon's standard fees at the time such services are provided
or, if no standard fees have been established, an appraisal of the work to be
performed.

                                      D-27

</TEXT>
</DOCUMENT>
