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<SEC-DOCUMENT>0000928816-05-000269.txt : 20050225
<SEC-HEADER>0000928816-05-000269.hdr.sgml : 20050225
<ACCEPTANCE-DATETIME>20050225125412
ACCESSION NUMBER:		0000928816-05-000269
CONFORMED SUBMISSION TYPE:	N-CSR
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20050225
DATE AS OF CHANGE:		20050225
EFFECTIVENESS DATE:		20050225

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HANCOCK JOHN INVESTORS TRUST
		CENTRAL INDEX KEY:			0000759828
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-CSR
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04173
		FILM NUMBER:		05639997

	BUSINESS ADDRESS:	
		STREET 1:		101 HUNTINGTON AVE
		STREET 2:		JOHN HANCOCK FUNDS
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199-7603
		BUSINESS PHONE:		6173751702

	MAIL ADDRESS:	
		STREET 1:		JOHN HANCOCK FUNDS
		STREET 2:		101 HUNTINGTON AVENUE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199-7603
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-CSR
<SEQUENCE>1
<FILENAME>investors1.txt
<DESCRIPTION>JOHN HANCOCK INVESTORS TRUST
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4173

John Hancock Investors Trust
(Exact name of registrant as specified in charter)

101 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)

Susan S. Newton, Secretary
101 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-375-1702

Date of fiscal year end:      December 31

Date of reporting period:     December 31, 2004


<PAGE>


ITEM 1.  REPORT TO SHAREHOLDERS.


JOHN HANCOCK
Investors Trust

12.31.2004

Annual Report

[A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower,
center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."]


<PAGE>


[A photo of James A. Shepherdson, Chief Executive Officer, flush left next
to first paragraph.]


CEO CORNER

Table of contents

Your fund at a glance
page 1

Managers' report
page 2

Fund's investments
page 6

Financial statements
page 20

Trustees & officers
page 35

For more information
page 37


Dear Fellow Shareholders,

The stock market advanced for the second straight year, largely on the
wings of a strong post-election rally that produced solid returns for
the major indexes in 2004. For much of the year, the market was fairly
dull, moving mostly sideways as investors worried about higher interest
rates, sky-rocketing oil prices, the tight presidential election and the
war in Iraq. With the election over and oil prices moderating, investors
felt more confident, and the broad Standard & Poor's 500 Index wound up
returning 10.88% for the year. The Dow Jones Industrial Average returned
5.40% and a late and strong rally in technology stocks helped the Nasdaq
Composite Index move from a negative stance in October to finish the
year with a 9.15% return. Despite the Federal Reserve's five hikes in
short-term interest rates, bonds still turned in positive results, with
the Lehman Brothers Aggregate Bond Index up 4.34%.

The way this year has played out in the financial markets serves as a
good reminder of why keeping a long-term perspective is such a critical
element of successful investing. Getting caught up in the day-to-day
twists and turns of the market -- and trying to act on them -- can wreak
havoc with your portfolio and derail progress toward meeting your
overall financial objectives.

Since no one can predict the market's moves, the best way to reach your
goals is to stay invested and stick to your plan. Investing should be a
marathon, not a sprint. Do not try to time the market, and make sure you
work with your investment professional to ensure that your portfolio
remains properly diversified to meet your long-term objectives. For
example, after several years of dominance, small-cap stocks and value
stocks could now represent higher percentages of your portfolio than you
may want. If you are comfortable with your financial plan, it becomes
easier to ride out the market's daily ups and downs. It could also
provide you with a greater chance of success over time.

Sincerely,

/S/ JAMES A. SHEPHERDSON

James A. Shepherdson,

Chief Executive Officer

This commentary reflects the CEO's views as of December 31, 2004. They
are subject to change at any time.


<PAGE>


YOUR FUND
AT A GLANCE

The Fund seeks a
high level of current
income consistent
with prudent
investment risk by
investing in a
diversified portfolio
of debt securities.

Over the last twelve months

* Bonds rallied for the fifth straight calendar year despite solid economic
  growth and rising inflation.

* Lower-quality corporate bonds and mortgage-backed securities posted the
  best results, while Treasury bonds lagged.

* The Fund shifted to a more defensive position, with higher credit quality
  and reduced interest rate sensitivity.


[Bar chart with heading "John Hancock Investors Trust." Under the heading
is a note that reads "Fund performance for the year ended December 31,
2004." The chart is scaled in increments of 10% with 0% at the bottom and
30% at the top. The first bar represents the fund's 6.52% Net asset value.
The second bar represents the fund's 21.60% Market value. A note below the
chart reads "The total returns for the Fund include the reinvestment of all
distributions. The performance data contained within this material
represents past performance, which does not guarantee future results."]



Top 10 issuers

10.5%   Federal National Mortgage Association
 9.1%   Federal Home Loan Mortgage Corp.
 7.6%   United States Treasury
 1.0%   General Motors Acceptance Corp.
 1.0%   Midland Funding Corp. II
 0.9%   Global Signal Trust
 0.9%   Government National Mortgage Association
 0.8%   NOVA Chemicals Corp.
 0.8%   International Paper Co.
 0.8%   Grupo Televisa SA

As a percentage of net assets plus the value of preferred shares on
December 31, 2004.


1
<PAGE>


BY BARRY H. EVANS, CFA, AND JEFFREY N. GIVEN, CFA, PORTFOLIO MANAGERS

MANAGERS'
REPORT

JOHN HANCOCK
Investors Trust

The broad U.S. bond market gained ground overall in 2004 -- its fifth
consecutive year of positive performance -- as solid gains in long-term
bonds overcame declining prices in shorter-term securities. The U.S.
economy, bolstered by improving job growth, expanded by approximately 4%
in 2004, up from 3% growth the previous year. Inflation, as measured by
the consumer price index, also picked up, increasing from 2% in 2003 to
3.5% in 2004. Although some of the higher inflation was the result of
record-high oil prices, many segments of the economy -- especially
housing and medical care -- also experienced noteworthy price increases.

In response, the Federal Reserve embarked on a series of interest rate
increases in the second half of 2004. The Fed raised short-term interest
rates five times between June and December, each time by a quarter
point. As a result, the federal funds rate rose from a 46-year low of 1%
to 2.25% by the end of the year. Yields on bonds maturing in five years
or less followed suit, but longer-term bond yields declined, reflecting
the bond market's confidence that the Fed's gradual rate increases will
keep inflation in check and the economy growing at a moderate pace.

"The broad U.S. bond market
 gained ground overall in
 2004 -- its fifth consecutive
 year of positive performance..."

For the year, the broad Lehman Brothers U.S. Aggregate Bond Index
returned 4.34%. Every major sector of the bond market posted positive
returns, but lower-quality, higher-yielding corporate bonds fared the
best. The Lehman Brothers Corporate High-Yield Index returned 11.13% for
the year as investors looked to maximize yield in a low-interest-rate
environment. Mortgage-backed securities and investment-grade corporate
bonds also produced solid results, while Treasury and government agency
securities lagged.

Fund performance

For the year ended December 31, 2004, John Hancock Investors Trust
produced a total return of 6.52% at net asset value and 21.60% at market
value. The difference in the Fund's net asset value (NAV) performance
and its market performance stems from the fact


2
<PAGE>


that the market share price is subject to the dynamics of secondary
market trading, which could cause it to trade at a discount or premium
to the Fund's NAV share price at any time. For comparison, the average
closed-end general bond fund returned 11.23% at net asset value,
according to Lipper, Inc., while the Lehman Brothers Government/Credit
Bond Index returned 4.19%.


[Photos of Barry Evans and Jeff Given, flush right at top of page.]


Playing defense

The main theme in the portfolio during the year was a shift toward a
more defensive position in anticipation of rising interest rates. Our
efforts to lower the portfolio's risk profile included trading up in
credit quality, reducing the portfolio's sensitivity to interest rates
and trimming our exposure to preferred stocks.

Unfortunately, as lower-quality bonds continued to outperform and
interest rates remained relatively stable, our more conservative
positioning caused the portfolio's return to lag its peer group average.
Most of the funds in the Lipper group owned substantially higher
positions in lower-quality bonds than the portfolio, and a number of
these funds also held foreign bonds, which benefited significantly from
the decline in the U.S. dollar. Despite the negative impact on relative
performance, we believe that taking some risk off the table was a
prudent strategy given the economic and market conditions.

"The main theme in the portfolio
 during the year was a shift
 toward a more defensive position
 in  anticipation of rising
 interest rates."

Upgrading credit quality

A key part of our defensive strategy was reducing the portfolio's
overall credit risk. The outperformance of lower-quality corporate bonds
in recent years has elevated valuations in this segment of the market.
Although the portfolio still has a meaningful position in lower-rated
bonds, we selectively sold some of our below-investment-grade corporate
securities during the past year and replaced them with higher-quality
corporate bonds.

For example, we sold our holdings of Delta Air Lines and retailer Toys R
Us, two below-investment-grade credits that face significant challenges.
Delta managed to avert bankruptcy after gaining concessions from its
pilots, but we don't think the company is out of the woods yet. Toys R
Us is spinning off its popular Babies R Us franchise, leaving a
pure-play toy retailer that is struggling to


3
<PAGE>


compete with the major discount stores. To replace these bonds, we added
solid investment-grade credits such as telecommunications giant
BellSouth, beer producer Foster's and financial services firms Morgan
Stanley and Wachovia.


[Table at top left-hand side of page entitled "Top five industry groups1."
The first listing is Government-U.S. agencies 21%, the second is Government
- - U.S. 8%, the third is Electric utilities 7%, the fourth is
Telecommunication services 6%, and the fifth is Broadcasting & cable TV 6%.]


We also eliminated our exposure to tobacco-related bonds, including
Altria (the parent company of Philip Morris) and Golden State Tobacco
(bonds backed by California's share of the legal settlement between the
major tobacco companies and 46 states). We decided to exit these
positions because of the high degree of litigation risk associated with
these securities.

Winners and losers among corporate bonds

One of the best performers in the portfolio during the year was XM
Satellite Radio. The company's subscriber base continues to grow at a
stronger-than-expected rate, and more car makers are installing XM
products in their vehicles. In addition, we believe XM has better
technology than its competitors. Another strong contributor to
performance was Empresa Electrica Guacolda, an electric utility in
Chile. The dollar-denominated Empresa securities benefited from the
general outperformance of emerging-market bonds.


[Pie chart in middle of page with heading "Portfolio diversification1." The
chart is divided into four sections (from top to right): Corporate bonds 68%,
U.S. government & agencies 29%, Preferred stocks 2% and Foreign government
bonds 1%.]


On the downside, Ford Motor Credit detracted from portfolio performance.
Pension funding liabilities, disappointing product lineups and high cost
structures weighed on all of the domestic auto makers, increasing the
possibility of a credit-rating downgrade.

Reducing interest rate sensitivity

We began lowering the Fund's sensitivity to interest rates in early 2004
to protect the portfolio against the negative impact of rising


4
<PAGE>


interest rates. We accomplished this by trading out of some longer-term
securities, which tend to suffer the biggest price declines when rates
rise, and adding shorter-term bonds to the portfolio. This positioning
helped neutralize the effects of leverage on the portfolio and reduced
overall portfolio volatility.


[Table at top of page entitled "Scorecard." The header for the left column
is "Investment" and the header for the right column is "Period's
performance...and what's behind the numbers." The first listing is Trump Casino
Holdings followed by an up arrow with the phrase "Successful restructuring
boosts bond values." The second listing is Beaver Valley Funding followed by
an up arrow with the phrase "Lease obligation bond benefited from improving
prospects at lessee First Energy." The third listing is Short-term bonds
followed by a down arrow with the phrase "Yields soared and prices fell due
to Fed rate hikes."]


Outlook

We expect interest rates to trend higher in 2005. The economy appears
poised for moderate but steady growth, and accelerating inflation
remains a threat. Therefore, we expect the Federal Reserve to continue
raising short-term rates, though at the same gradual pace as in 2004.
The futures market projects a federal funds rate -- currently at 2.25%
- -- to be 3.5% by the end of 2005. We believe that interest rates will
rise across the board, with short-term rates rising more than long-term
rates in response to the Fed's moves.

"...we will continue to seek out oppor
 tunities to upgrade the overall credit
 quality of the portfolio."

Given this outlook, we plan to maintain our current defensive
positioning. Valuations among lower-quality, higher-yielding bonds are
stretched to historically high levels, so we will continue to seek out
opportunities to upgrade the overall credit quality of the portfolio. We
also intend to keep the interest rate sensitivity of the portfolio
relatively low, allowing it to hold up better in a rising interest rate
environment.

This commentary reflects the views of the portfolio managers through the
end of the Fund's period discussed in this report. The managers'
statements reflect their own opinions. As such, they are in no way
guarantees of future events, and are not intended to be used as
investment advice or a recommendation regarding any specific security.
They are also subject to change at any time as market and other
conditions warrant.

1 As a percentage of the Fund's portfolio on December 31, 2004.


5
<PAGE>


FINANCIAL STATEMENTS

FUND'S
INVESTMENTS

Securities owned
by the Fund on
December 31, 2004

This schedule is divided into four main categories: bonds, preferred
stocks, U.S. government and agencies securities and short-term
investments. Bonds, preferred stocks and U.S. government and agencies
securities are further broken down by industry group. Short-term
investments, which represent the Fund's cash position, are listed last.

<TABLE>
<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Bonds 102.04%                                                                                               $176,688,558
(Cost $169,208,550)

Aerospace & Defense 0.69%                                                                                      1,187,743
Jet Equipment Trust,
Equip Trust Ctf Ser 1995-B2 (B)(H)(S)                   10.910% 08-15-14            D                550           2,750
Raytheon Co.,
Note                                                     8.300  03-01-10            BBB-           1,000       1,184,993

Agricultural Products 0.53%                                                                                      922,174
Corn Products International, Inc.,
Sr Note                                                  8.450  08-15-09            BBB-             795         922,174

Airlines 1.65%                                                                                                 2,856,361
American Airlines, Inc.,
Pass Thru Ctf Ser 2001-2 (L)                             7.858  10-01-11            A-             1,000       1,033,521
Continental Airlines, Inc.,
Pass Thru Ctf Ser 1999-1A                                6.545  02-02-19            A-             1,585       1,574,858
Northwest Airlines Corp.,
Pass Thru Ctf Ser 1996-1C                               10.150  01-02-05            CCC+              32          31,709
Pass Thru Ctf Ser 1996-1D                                8.970  01-02-15            CCC+             284         216,273

Apparel Retail 0.34%                                                                                             590,488
Gap, Inc. (The),
Note (L)                                                10.300  12-15-08            BB+              485         590,488

Asset Management & Custody Banks 0.88%                                                                         1,526,235
Rabobank Capital Fund II,

Perpetual Bond (5.260% to 12-31-13
then variable) (S)                                       5.260  12-29-49            AA             1,500       1,526,235

Auto Parts & Equipment 0.98%                                                                                   1,700,379
American Axle & Manufacturing, Inc.,
Sr Note                                                  5.250  02-11-14            BBB              500         480,059
TRW Automotive, Inc.,
Sr Note (L)                                              9.375  02-15-13            BB-            1,052       1,220,320

See notes to
financial statements.

6
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Automobile Manufacturers 0.15%                                                                                  $259,021
General Motors Corp.,
Sr Deb                                                   8.375% 07-15-33            BBB-            $250         259,021

Brewers 0.57%                                                                                                    994,193
Fosters Financial Corp.,
Note (S)                                                 4.875  10-01-14            BBB+           1,000         994,193

Broadcasting & Cable TV 8.58%                                                                                 14,857,478
AT&T Broadband Corp.,
Gtd Note                                                 8.375  03-15-13            BBB              980       1,208,434
British Sky Broadcasting Group Plc,
Gtd Sr Note (United Kingdom)                             8.200  07-15-09            BBB-             905       1,046,100
Charter Communications Holdings II,
Sr Note                                                 10.250  09-15-10            CCC-           2,000       2,120,000
Clear Channel Communications, Inc.,
Note                                                     4.250  05-15-09            BBB-           1,000         989,880
Cox Enterprises, Inc.,
Note (S)                                                 7.875  09-15-10            BBB              365         410,967
Grupo Televisa S.A.,
Note (Mexico)                                            8.000  09-13-11            BBB-           1,835       2,124,012
Innova S. de R.L.,
Note (Mexico)                                            9.375  09-19-13            B+             1,500       1,706,250
Sr Note (Mexico)                                        12.875  04-01-07            B+                37          37,641
Paxson Communications Corp.,
Gtd Sr Sub Note                                         10.750  07-15-08            CCC            1,000       1,050,000
Rogers Cablesystems Ltd.,
Sr Note Ser B (Canada)                                  10.000  03-15-05            BB+              460         466,325
Shaw Communications, Inc.,
Sr Note (Canada)                                         8.250  04-11-10            BB+            1,000       1,137,500
TCI Communications, Inc.,
Sr Deb                                                   9.800  02-01-12            BBB              840       1,082,754
XM Satellite Radio, Inc.,
Sr Sec Note                                             12.000  06-15-10            CCC+             622         734,738
Sr Sec Note, Step Coupon
(Zero to 12-31-05, then 14.000%) (O)                      Zero  12-31-09            CCC+             728         742,877

Building Products 2.26%                                                                                        3,914,625
D.R. Horton, Inc.,
Note                                                     4.875  01-15-10            BB+              750         746,250
KB Home,
Sr Note                                                  5.750  02-01-14            BB+            1,000         990,000
Pulte Homes, Inc.,
Sr Note (L)                                              6.250  02-15-13            BBB-           1,000       1,063,837
Toll Brothers, Inc.,
Gtd Sr Note                                              6.875  11-15-12            BBB-           1,000       1,114,538

See notes to
financial statements.


7
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Casinos & Gaming 3.13%                                                                                        $5,411,538
Chukchansi Economic Development Auth,
Sr Note (G)(S)                                          14.500% 06-15-09            CCC+          $1,000       1,260,000
Mohegan Tribal Gaming Auth,
Sr Sub Note                                              7.125  08-15-14            B+               250         263,125
MTR Gaming Group, Inc.,
Gtd Sr Note Ser B                                        9.750  04-01-10            B+               800         880,000
Premier Entertainment Biloxi,
1st Mtg Note                                            10.750  02-01-12            B-                25          27,313
Trump Casino Holdings,
LLC/Trump Casino Funding, Inc.,
Gtd Sr Sec 1st Mtg Note                                 12.625  03-15-10            CCC+             500         541,250
Waterford Gaming LLC,
Sr Note (S)                                              8.625  09-15-12            B+             1,355       1,449,850
Wynn Las Vegas LLC,
1st Mtg Note (S)                                         6.625  12-01-14            B+             1,000         990,000

Commodity Chemicals 1.23%                                                                                      2,136,050
Lyondell Chemical Co.,
Gtd Sec Note                                             9.500  12-15-08            B+             1,010       1,095,850
RPM International, Inc.,
Sr Note                                                  6.250  12-15-13            BBB            1,000       1,040,200

Consumer Finance 4.98%                                                                                         8,629,703
Capital One Financial Corp.,
Sr Note                                                  6.250  11-15-13            BBB-           1,000       1,075,188
CIT Group, Inc.,
Sr Note                                                  5.000  02-13-14            A                720         718,818
Ford Motor Credit Co.,
Note                                                     7.375  10-28-09            BBB-           1,925       2,076,436
General Motors Acceptance Corp.,
Note (L)                                                 7.250  03-02-11            BBB-           2,450       2,565,057
Household Finance Corp.,
Note                                                     6.375  10-15-11            A                615         679,204
HSBC Finance Corp.,
Sr Note                                                  6.750  05-15-11            A              1,350       1,515,000

Department Stores 0.76%                                                                                        1,311,025
Penney J.C. Co., Inc.,
Deb                                                      7.650  08-15-16            BB+            1,145       1,311,025

Diversified Banks 2.93%                                                                                        5,066,298
Bank of New York,
Cap Security (S)                                         7.780  12-01-26            A-               620         675,630

Barclays Bank Plc,
Perpetual Bond (6.860% to 6-15-32
then variable) (United Kingdom) (S)                      6.860  09-29-49            A+             1,580       1,776,862

See notes to
financial statements.


8
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Diversified Banks (continued)
Mizuho Financial Group Cayman Ltd.,
Gtd Note (Cayman Islands)                                8.375% 12-29-49            A2              $750        $821,925
Royal Bank of Scotland Group Plc,
Perpetual Bond (7.648% to 09-30-31
then variable) (United Kingdom)                          7.648  08-29-49            A                630         766,977
Wachovia Corp.,
Sub Note                                                 5.250  08-01-14            A-             1,000       1,024,904

Diversified Chemicals 1.91%                                                                                    3,313,800
NOVA Chemicals Corp.,
Note (Canada)                                            7.400  04-01-09            BB+            1,955       2,135,838
Potash Corp. of Saskatchewan, Inc.,
Note (Canada)                                            7.750  05-31-11            BBB+           1,000       1,177,962

Diversified Commercial Services 1.97%                                                                          3,417,371
Brascan Corp.,
Note (Canada)                                            5.750  03-01-10            A-             1,750       1,851,600
Hutchison Whampoa International Ltd.,
Gtd Note (United Kingdom) (S)                            6.500  02-13-13            A-               750         808,271
Sotheby's Holdings, Inc.,
Note                                                     6.875  02-01-09            BB-              750         757,500

Electric Utilities 9.26%                                                                                      16,039,240
AES Eastern Energy L.P.,
Pass Thru Ctf Ser 1999-A                                 9.000  01-02-17            BB+              377         428,355
Beaver Valley Funding Corp.,
Sec Lease Obligation Bond                                9.000  06-01-17            BB+              915       1,082,161
BVPS II Funding Corp.,
Collateralized Lease Bond                                8.890  06-01-17            BB+              700         845,250
CalEnergy Co., Inc.,
Sr Bond                                                  8.480  09-15-28            BBB-             525         690,559
El Paso Electric Co.,
1st Mtg Ser E                                            9.400  05-01-11            BBB            1,000       1,103,985
Empresa Electrica Guacolda S.A.,
Sr Sec Note (Chile) (S)                                  8.625  04-30-13            BBB-             850         970,703
Exelon Generation Co., LLC,
Note                                                     5.350  01-15-14            A-             1,000       1,025,382
HQI Transelect Chile S.A.,
Sr Note (Chile)                                          7.875  04-15-11            A-             1,175       1,358,591
IPALCO Enterprises, Inc.,
Sr Sec Note                                              8.625  11-14-11            BB-              315         352,800
Midland Funding Corp. II,
Deb Ser B                                               13.250  07-23-06            BB-            2,220       2,448,871

See notes to
financial statements.


9
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Electric Utilities (continued)
MSW Energy Holdings, II LLC/MSW
Energy Finance Co. II, Inc.,
Sr Sec Note Ser B                                        7.375% 09-01-10            BB-             $750        $787,500
PNPP II Funding Corp.,
Deb                                                      9.120  05-30-16            BB+              471         554,061
PPL Capital Funding,
Gtd Sr Note Ser A                                        4.330  03-01-09            BBB-             500         494,180
System Energy Resources, Inc.,
Sec Bond (S)                                             5.129  01-15-14            BBB              500         500,410
TransAlta Corp.,
Note (Canada)                                            5.750  12-15-13            BBB-           2,000       2,059,504
TXU Corp.,
Sec Bond                                                 7.460  01-01-15            BBB              674         743,630
Waterford 3 Funding Corp.,
Sec Lease Obligation Bond                                8.090  01-02-17            BBB-             536         593,298

Electrical Components & Equipment 0.94%                                                                        1,626,301
AMETEK, Inc.,
Sr Note                                                  7.200  07-15-08            BBB            1,500       1,626,301

Environmental Services 0.65%                                                                                   1,128,750
Allied Waste North America, Inc.,
Gtd Sr Sub Note Ser B                                   10.000  08-01-09            B+             1,075       1,128,750

Food Retail 1.01%                                                                                              1,748,586
Delhaize America, Inc.,
Gtd Note (L)                                             8.125  04-15-11            BB+            1,500       1,748,586

Foreign Government 1.12%                                                                                       1,937,775
Colombia, Republic of,
Note (Colombia)                                         10.000  01-23-12            BB             1,000       1,155,000
Mexican States, United,
Global Med Term Note Ser A (Mexico)                      6.375  01-16-13            BBB-             735         782,775

Gas Utilities 1.97%                                                                                            3,406,601
Duke Capital LLC,
Sr Note                                                  8.000  10-01-19            BBB-             750         915,254
Kinder Morgan Energy Partners,
Sr Note                                                  5.000  12-15-13            BBB+           1,345       1,343,998
Magellan Midstream Partners, L.P.,
Note                                                     6.450  06-01-14            BBB              590         638,030
NorAm Energy Corp.,
Deb                                                      6.500  02-01-08            BBB              475         509,319

Health Care Facilities 0.67%                                                                                   1,156,802
HCA, Inc.,
Note                                                     8.750  09-01-10            BB+            1,012       1,156,802

See notes to
financial statements.


10
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Health Care Services 0.84%                                                                                    $1,455,404
Wellpoint, Inc.,
Note (S)                                                 5.000% 12-15-14            BBB+          $1,460      $1,455,404

Highways & Railtracks 1.58%                                                                                    2,727,518
CSX Corp.,
Sr Note                                                  4.875  11-01-09            BBB            2,000       2,039,862
TFM S.A. de C.V.,
Gtd Sr Disc Deb (Mexico)                                11.750  06-15-09            B                675         687,656

Hotels, Resorts & Cruise Lines 2.77%                                                                           4,792,551
Harrah's Operating Co., Inc.,
Gtd Sr Note                                              8.000  02-01-11            BBB-             735         853,672
Gtd Sr Note                                              5.500  07-01-10            BBB-             720         745,290
Hyatt Equities LLC,
Note (S)                                                 6.875  06-15-07            BBB            1,050       1,104,745
Meditrust,
Note                                                     7.000  08-15-07            BB-            1,700       1,795,625
Starwood Hotels & Resorts Worldwide, Inc.,
Gtd Sr Note                                              7.375  05-01-07            BB+              275         293,219

Industrial Conglomerates 1.05%                                                                                 1,824,804
Bombardier, Inc.,
Note (Canada) (S)                                        6.750  05-01-12            BB               500         458,750
Vedanta Resources Plc,
Sr Note (United Kingdom) (S)                             6.625  02-22-10            BB               760         769,054
Waste Services, Inc.,
Sr Sub Note (L) (S)                                      9.500  04-15-14            CCC              600         597,000

Industrial Machinery 1.81%                                                                                     3,125,235
Kennametal, Inc.,
Sr Note                                                  7.200  06-15-12            BBB            1,385       1,539,060
Manitowoc Co., Inc., (The)
Sr Note                                                  7.125  11-01-13            B+               500         541,250
Trinity Industries Leasing Co.,
Pass Thru Ctf (S)                                        7.755  02-15-09            Ba1              980       1,044,925

Investment Banking & Brokerage 0.74%                                                                           1,289,647
Citigroup, Inc.,
Sub Note                                                 6.000  10-31-33            A+               540         558,841
Morgan Stanley,
Sub Note                                                 4.750  04-01-14            A                750         730,806

IT Consulting & Other Services 0.86%                                                                           1,484,059
NCR Corp.,
Note                                                     7.125  06-15-09            BBB-             375         414,059
Unisys Corp.,
Sr Note                                                  6.875  03-15-10            BB+            1,000       1,070,000

See notes to
financial statements.


11
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Leisure Facilities 0.46%                                                                                        $798,875
Cinemark USA, Inc.,
Sr Sub Note                                              9.000% 02-01-13            B-              $700         798,875

Leisure Products 0.78%                                                                                         1,356,113
Brunswick Corp.,
Note                                                     5.000  06-01-11            BBB+           1,000       1,027,613
K2 Corp.,
Sr Note (S)                                              7.375  07-01-14            BB               300         328,500

Metal & Glass Containers 1.27%                                                                                 2,197,500
BWAY Corp.,
Sr Sub Note                                             10.000  10-15-10            B-               500         520,000
Owens-Brockway Glass Container, Inc.,
Gtd Sr Sec Note                                          8.750  11-15-12            BB-            1,000       1,127,500
Gtd Sr Sec Note                                          8.250  05-15-13            B                500         550,000

Multi-Line Insurance 0.63%                                                                                     1,085,974
Assurant, Inc.,
Note                                                     5.625  02-15-14            BBB+             490         506,047
Massachusetts Mutual Life Insurance Co.,
Surplus Note (S)                                         7.625  11-15-23            AA               470         579,927

Multi-Media 1.17%                                                                                              2,020,736
News America Holdings, Inc.,
Gtd Sr Deb                                               8.250  08-10-18            BBB-             510         632,354
Time Warner, Inc.,
Deb                                                      9.125  01-15-13            BBB+           1,080       1,388,382

Office Services & Supplies 1.51%                                                                               2,612,313
Office Depot, Inc.,
Sr Note                                                  6.250  08-15-13            BBB-           1,500       1,600,581
Steelcase, Inc.,
Sr Note                                                  6.375  11-15-06            BBB-             980       1,011,732

Oil & Gas Exploration & Production 5.45%                                                                       9,443,834
Alberta Energy Co. Ltd.,
Note (Canada)                                            8.125  09-15-30            A-               685         888,100
Gazprom,
Loan Part Note (Russia) (L)(S)                           9.625  03-01-13            BB-            1,000       1,180,000
Grant Prideco Escrow Corp.,
Sr Note Ser B                                            9.000  12-15-09            BB-              500         553,750
Occidental Petroleum Corp.,
Sr Deb                                                  10.125  09-15-09            BBB+           1,102       1,360,274
Pemex Project Funding Master Trust,
Gtd Note (Mexico)                                        9.125  10-13-10            BBB-           1,065       1,276,935
Plains Exploration & Production Co.,
Sr Note (L)                                              7.125  06-15-14            BB-              500         545,000

See notes to
financial statements.


12
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Oil & Gas Exploration & Production (continued)
Salton Sea Funding Corp.,
Sr Sec Note Ser C                                        7.840% 05-30-10            BB+           $1,760      $1,908,901
TEPPCO Partners, L.P.,
Gtd Sr Note                                              7.625  02-15-12            BBB            1,500       1,730,874

Oil & Gas Refining & Marketing 0.58%                                                                           1,008,870
Enterprise Products Operations L.P.,
Sr Note (S)                                              5.600  10-15-14            BB+            1,000       1,008,870

Other Diversified Financial Services 1.27%                                                                     2,192,857
Glencore Funding LLC,
Gtd Note (S)                                             6.000  04-15-14            BBB            1,365       1,320,607
Humpuss Funding Corp.,
Note (S)                                                 7.720  12-15-09            B2               204         192,145
St. George Funding Co.,
Perpetual Bond (8.485% to 06-30-17
then variable) (Australia) (S)                           8.485  12-31-49            BBB+             595         680,105

Paper Packaging 0.80%                                                                                          1,391,125
Stone Container Corp.,
Sr Note                                                  9.750  02-01-11            B                275         301,125
Sr Note                                                  8.375  07-01-12            B              1,000       1,090,000

Paper Products 3.23%                                                                                           5,599,794
Abitibi-Consolidated Co.,
Gtd Sr Note (Canada)                                     6.950  12-15-06            BB             2,000       2,075,000
International Paper Co.,
Note                                                     5.850  10-30-12            BBB            2,000       2,131,044
MDP Acquisitions Plc,
Sr Note (Ireland)                                        9.625  10-01-12            B              1,250       1,393,750

Pharmaceuticals 1.90%                                                                                          3,292,891
Medco Health Solutions, Inc.,
Sr Note (L)                                              7.250  08-15-13            BBB            1,550       1,733,906
Wyeth,
Note                                                     5.500  03-15-13            A              1,500       1,558,985

Property & Casualty Insurance 0.59%                                                                            1,025,196
Ohio Casualty Corp.,
Note                                                     7.300  06-15-14            BB               750         807,147
URC Holdings Corp.,
Sr Note (S)                                              7.875  06-30-06            AA-              205         218,049

Publishing 0.26%                                                                                                 450,628
Dex Media West,
Sr Sub Note                                              9.875  08-15-13            B                391         450,628

See notes to
financial statements.


13
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Real Estate Investment Trusts 1.45%                                                                           $2,499,938
Healthcare Realty Trust, Inc.,
Sr Note                                                  8.125% 05-01-11            BBB-            $165         192,212
iStar Financial, Inc.,
Sr Note                                                  7.000  03-15-08            BBB-             785         845,292
ProLogis Trust,
Sr Note                                                  7.050  07-15-06            BBB+             490         514,887
TriNet Corporate Realty Trust, Inc.,
Sr Note                                                  7.700  07-15-17            BB+              600         691,922
Ventas Realty L.P.,
Sr Note (S)                                              6.625  10-15-14            BB               250         255,625

Real Estate Management & Development 0.79%                                                                     1,374,262
Post Apartment Homes,
Sr Note                                                  5.125  10-12-11            BBB              830         831,297
Socgen Real Estate Co. LLC,
Perpetual Bond Ser A (7.640% to
09-30-07 then variable) (S)                              7.640  12-29-49            A                495         542,965

Regional Banks 0.95%                                                                                           1,644,399
Greater Bay Bancorp,
Sr Note Ser B                                            5.250  03-31-08            BBB-             540         554,031
NB Capital Trust IV,
Gtd Cap Security                                         8.250  04-15-27            A-               980       1,090,368

Telecommunication Services 8.94%                                                                              15,476,171
AT&T Corp.,
Sr Note                                                  9.050  11-15-11            BB+            1,740       2,003,175
BellSouth Corp.,
Bond                                                     5.200  09-15-14            A                350         356,728
Deb                                                      6.300  12-15-15            A              1,109       1,206,269
Deutsche Telekom International Finance B.V.,
Bond (Coupon rate step up/down
on rating) (Netherlands)                                 8.500  06-15-10            BBB+             950       1,131,804
France Telecom S.A.,
Note (France)                                            8.500  03-01-11            BBB+           1,150       1,371,838
Qwest Capital Funding, Inc.,
Gtd Note (L)                                             7.000  08-03-09            B              1,700       1,678,750
SBC Communications, Inc.,
Note                                                     5.100  09-15-14            A                830         837,714
Sprint Capital Corp.,
Gtd Sr Bond                                              7.625  01-30-11            BBB-           1,000       1,161,039
Note                                                     6.875  11-15-28            BBB-             820         897,725
Telecom Italia Capital,
Gtd Note (Luxembourg) (S)                                4.950  09-30-14            BBB+           1,500       1,469,609

See notes to
financial statements.


14
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Telecommunication Services (continued)
Telefonos de Mexico S.A. de C.V.,
Note (Mexico)                                            4.500% 11-19-08            BBB-          $1,750      $1,761,662
Telus Corp.,
Note (Canada)                                            8.000  06-01-11            BBB            1,350       1,599,858

Telecommunications Equipment 0.84%                                                                             1,451,491
Corning, Inc.,
Med Term Note                                            8.300  04-04-25            BB+            1,150       1,210,266
Note                                                     6.300  03-01-09            BB+              230         241,225

Thrifts & Mortgage Finance 6.37%                                                                              11,030,215
Ameriquest Mortgage Securities, Inc.,
Pass Thru Ctf Ser 2003-IA1 Class A-4                     4.965  11-25-33            AAA            2,000       2,031,159
Bear Stearns Commercial Mortgage
Securities, Inc.,
Commercial Sub Bond Ser 2004-ESA
Class C (S)                                              4.937  05-14-16            AA             1,000       1,022,472
ContiMortgage Home Equity Loan Trust,
Pass Thru Ctf Ser 1995-2 Class A-5                       8.100  08-15-25            AAA              211         224,917
Countrywide Alternative Loan Trust,
Mtg Asset Backed Pass Thru Ctf
Ser 2004-24CB                                            6.000  11-25-34            AAA            1,273       1,308,256
Credit-Based Asset Servicing and
Securitization LLC,
Mtg Asset Backed Ctf
Ser 2004-CB4 Class A3                                    4.632  05-25-35            AAA            1,000       1,013,276
Deutsche Mortgage & Asset
Receiving Corp.,
Commercial Mtg Pass-Thru Ctf
Ser 1998-C1 Class C                                      6.861  06-15-31            A2               400         433,692
DLJ Mortgage Acceptance Corp.,
Commercial Mortgage Pass Thru
Ctf Ser 1996-CF1 Class B1 (S)                            8.354  03-13-28            A              1,465       1,537,693
Global Signal Trust,
Sub Bond Ser 2004-1A Class D (S)                         5.098  01-15-34            BBB            2,000       2,003,440
Sub Bond Ser 2004-2A Class D (S)                         5.093  12-15-14            Baa2             385         382,955
MBNA Master Credit Card Trust,
Sub Bond Ser 1998-E Class C (S)                          6.600  09-15-10            BBB            1,000       1,072,355

Tobacco 0.61%                                                                                                  1,050,000
Commonwealth Brands, Inc.,
Sr Sec Sub Note (G)(S)                                  10.625  09-01-08            B              1,000       1,050,000

Trucking 0.33%                                                                                                   569,370
CNF, Inc.,
Sr Deb Ser B                                             6.700  05-01-34            BBB-             535         569,370

See notes to
financial statements.


15
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Wireless Telecommunication Service 3.05%                                                                      $5,278,251
America Movil S.A. de C.V.,
Gtd Note (Mexico) (S)                                    5.750% 01-15-15            BBB-          $1,225       1,222,206
AT&T Wireless Services , Inc.,
Sr Note                                                  8.125  05-01-12            A              1,475       1,783,045
Mobile Telesystems Finance S.A.,
Gtd Sr Note (Luxembourg) (S)                             9.750  01-30-08            BB-              350         369,250
Nextel Communications, Inc.,
Sr Note                                                  7.375  08-01-15            BB             1,250       1,375,000
Rogers Wireless, Inc.
Sr Sub Note (Canada) (S)                                 8.000  12-15-12            B+               500         528,750

<CAPTION>

                                                                                    Credit
Issuer, description                                                                 rating (A)    Shares           Value
<S>                                                                                <C>        <C>                 <C>


Preferred stocks 2.43%                                                                                        $4,204,023
(Cost $4,081,298)

Agricultural Products 0.59%                                                                                    1,017,188
Ocean Spray Cranberries, Inc., 6.25%, Ser A (S)                                     BB+           12,500       1,017,188

Diversified Banks 0.61%                                                                                        1,046,835
Abbey National Plc, 7.375% (United Kingdom)                                         A-            38,700       1,046,835

Electric Utilities 0.63%                                                                                       1,096,600
Ameren Corp., 9.75%, Conv                                                           BBB+          20,000         575,200
DTE Energy Co., 8.75%, Conv                                                         BBB           20,000         521,400

Gas Utilities 0.60%                                                                                            1,043,400
KeySpan Corp., 8.75%, Conv                                                          A             20,000       1,043,400

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
U.S. government and agencies securities 42.66%                                                               $73,867,687
(Cost $73,486,829)

Government U.S. 11.36%                                                                                        19,675,398
United States Treasury,
Bond (L)                                                 9.125% 05-15-18            AAA             $555         807,221
Bond (L)                                                 5.375  02-15-31            AAA            2,725       2,946,619
Note (L)                                                 4.250  11-15-14            AAA           15,880      15,921,558

Government U.S. Agency 31.30%                                                                                 54,192,289
Federal Home Loan Mortgage Corp.,
15 Yr Pass Thru Ctf                                      4.500  08-01-19            AAA              968         965,389
15 Yr Pass Thru Ctf                                      4.500  11-01-19            AAA            1,194       1,191,157
20 Yr Pass Thru Ctf                                     11.250  01-01-16            AAA               46          50,280

See notes to
financial statements.


16
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>

                                                      Interest  Maturity            Credit     Par value
Issuer, description                                       rate      date            rating (A)     (000)           Value
<S>                                                  <C>       <C>                 <C>        <C>                 <C>
Government U.S. Agency (continued)
30 Yr Pass Thru Ctf                                      6.000% 08-01-34            AAA          $19,822     $20,487,324
30 Yr Pass Thru Ctf                                      6.000  09-01-34            AAA              777         802,565
Federal National Mortgage Assn.,
15 Yr Pass Thru Ctf                                      7.500  02-01-08            AAA               18          18,731
15 Yr Pass Thru Ctf                                      7.000  09-01-10            AAA               52          55,077
15 Yr Pass Thru Ctf                                      7.000  10-01-12            AAA               21          22,777
15 Yr Pass Thru Ctf                                      7.000  02-01-16            AAA            1,465       1,553,542
15 Yr Pass Thru Ctf                                      7.000  04-01-17            AAA               71          75,089
15 Yr Pass Thru Ctf                                      4.500  10-01-19            AAA            1,228       1,223,666
30 Yr Pass Thru Ctf                                      6.500  11-01-34            AAA              993       1,041,785
30 Yr Pass Thru Ctf                                      6.000  12-01-33            AAA            6,647       6,875,959
30 Yr Pass Thru Ctf                                      6.000  01-01-34            AAA            8,978       9,287,455
30 Yr Pass Thru Ctf                                      6.000  08-01-34            AAA            4,196       4,340,854
30 Yr Pass Thru Ctf                                      5.500  04-01-33            AAA               22          22,759
30 Yr Pass Thru Ctf                                      5.500  05-01-34            AAA            1,165       1,183,867
CMO REMIC 2003-17-QT                                     5.000  08-25-27            AAA            1,595       1,614,007
Financing Corp.,
Bond                                                     9.400  02-08-18            AAA              785       1,124,732
Government National Mortgage Assn.,
30 Yr Pass Thru Ctf                                     10.000  11-15-20            AAA               11          11,731
30 Yr Pass Thru Ctf                                      9.500  11-15-19            AAA                8           8,874
30 Yr Pass Thru Ctf                                      9.500  01-15-21            AAA               11          12,557
30 Yr Pass Thru Ctf                                      9.500  02-15-25            AAA               13          14,831
30 Yr Pass Thru Ctf                                      6.500  06-15-34            AAA            2,095       2,207,281

<CAPTION>

                                                                                    Interest   Par value
Issuer, description, maturity date                                                  rate           (000)           Value
<S>                                                                                <C>        <C>                 <C>
Short-term investments 0.51%                                                                                    $883,000
(Cost $883,000)

Joint Repurchase Agreement 0.51%                                                                                 883,000
Investment in a joint repurchase
agreement transaction with
Morgan Stanley -- Dated 12-31-04,
due 01-03-05 (secured by U.S.
Treasury Inflation Indexed Bond
3.875% due 04-15-29)                                                              1.600%        $883,000         883,000

Total investments 147.64%                                                                                   $255,643,268

Other assets and liabilities, net (47.64%)                                                                  ($82,485,016)

Total net assets 100.00%                                                                                    $173,158,252

See notes to
financial statements.


17
<PAGE>


FINANCIAL STATEMENTS

Notes to Schedule of Investments

(A) Credit ratings are unaudited and are rated by Moody's Investors Service where Standard & Poor's ratings are
    not available, unless indicated otherwise.

(B) This security is fair valued in good faith under procedures established by the Board of Trustees.

(G) Security rated internally by John Hancock Advisers, LLC.

(H) Non-income-producing issuer filed for protection under the Federal Bankruptcy Code or is in default of
    interest payment.

(L) All or a portion of this security is on loan as of December 31, 2004.

(O) Cash interest will be paid on this obligation at the stated rate beginning on the stated date.

(S) These securities are exempt from registration under rule 144A of the Securities Act of 1933. Such
    securities may be resold, normally to qualified institutional buyers, in transactions exempt from
    registration. Rule 144A securities amounted to $34,778,460 or 20.08% of the Fund's net assets as of
    December 31, 2004.

    Parenthetical disclosure of a foreign country in the security description represents country of a
    foreign issuer; however, security is U.S. dollar-denominated.

    The percentage shown for each investment category is the total value of that category as a percentage of
    the net assets of the Fund.

</TABLE>

See notes to
financial statements.


18
<PAGE>


FINANCIAL STATEMENTS

PORTFOLIO
CONCENTRATION

December 31, 2004
(unaudited)

This table shows the
Fund's investments,
aggregated by
various industries.

Industry distribution        Value as a percentage of Fund's total investments
- ------------------------------------------------------------------------------
Aerospace & defense                                                      0.47%
Agricultural products                                                    0.76
Airlines                                                                 1.12
Apparel retail                                                           0.23
Asset management & custody banks                                         0.60
Auto parts & equipment                                                   0.67
Automobile manufacturers                                                 0.10
Brewers                                                                  0.39
Broadcasting & cable TV                                                  5.81
Building products                                                        1.53
Casinos & gaming                                                         2.12
Commodity chemicals                                                      0.84
Consumer finance                                                         3.38
Department stores                                                        0.51
Diversified banks                                                        2.39
Diversified chemicals                                                    1.30
Diversified commercial services                                          1.34
Electric utilities                                                       6.70
Electrical components & equipment                                        0.64
Environmental services                                                   0.44
Food retail                                                              0.68
Foreign government                                                       0.76
Gas utilities                                                            1.74
Government U.S.                                                          7.70
Government U.S. agency                                                  21.20
Health care facilities                                                   0.45
Health care services                                                     0.57
Highways & railtracks                                                    1.07
Hotels, resorts & cruise lines                                           1.88
Industrial conglomerates                                                 0.71
Industrial machinery                                                     1.22
Investment banking & brokerage                                           0.50
IT consulting & other services                                           0.58
Leisure facilities                                                       0.31
Leisure products                                                         0.53
Metal & glass containers                                                 0.86
Multi-line insurance                                                     0.42
Multi-media                                                              0.79
Office services & supplies                                               1.02
Oil & gas exploration & production                                       3.69
Oil & gas refining & marketing                                           0.39
Other diversified financial services                                     0.86
Paper packaging                                                          0.54
Paper products                                                           2.19
Pharmaceuticals                                                          1.29
Property and casualty insurance                                          0.40
Publishing                                                               0.18
Real estate investment trusts                                            0.98
Real estate management & development                                     0.54
Regional banks                                                           0.64
Telecommunication services                                               6.05
Telecommunications equipment                                             0.57
Thrifts & mortgage finance                                               4.31
Tobacco                                                                  0.41
Trucking                                                                 0.22
Wireless telecommunication service                                       2.06
Short-term investments                                                   0.35

Total investments                                                      100.00%

See notes to
financial statements.


19
<PAGE>


FINANCIAL STATEMENTS

ASSETS AND
LIABILITIES

December 31, 2004

This Statement
of Assets and
Liabilities is the
Fund's balance
sheet. It shows
the value of
what the Fund
owns, is due
and owes. You'll
also find the net
asset value for each
common share.


Assets
Investments at value (cost $247,659,677) including
$27,507,327 of securities loaned                                 $255,643,268
Cash                                                                      162
Cash segregated for futures contracts                                 501,250
Receivable for shares sold                                            311,779
Interest receivable                                                 3,376,998
Other assets                                                           15,013

Total assets                                                      259,848,470

Liabilities
Payable for futures variation margin                                  187,888
Payable to affiliates
Management fees                                                       354,698
Other                                                                   7,945
Other payable and accrued expenses                                    124,033

Total liabilities                                                     674,564

Auction Preferred Shares (APS) Series A, at value, unlimited
number of shares of beneficial interest authorized with
no par value, 1,720 shares issued, liquidation preference
of $25,000 per share                                               43,007,827

APS Series B, at value, unlimited number of shares of
beneficial interest authorized with no par value,
1,720 shares issued, liquidation preference
of $25,000 per share                                               43,007,827

Net assets
Common shares capital paid-in                                     167,750,954
Accumulated net realized loss on investments, financial
futures contracts and options                                      (2,477,713)
Net unrealized appreciation of investments and financial
futures contracts                                                   7,850,814
Accumulated net investment income                                      34,197

Net assets applicable to common shares                           $173,158,252

Net asset value per common share
Based on 8,160,880 common shares outstanding --
20 million shares authorized with no par value                         $21.22

See notes to
financial statements.


20
<PAGE>


FINANCIAL STATEMENTS

OPERATIONS

For the year ended
December 31, 2004

This Statement
of Operations
summarizes the
Fund's investment
income earned and
expenses incurred
in operating the
Fund. It also shows
net gains (losses)
for the period
stated.

Investment income
Interest                                                          $15,414,916
Dividends                                                             441,014
Securities lending                                                     51,737

Total investment income                                            15,907,667

Expenses
Investment management fees                                          1,369,752
APS auction fees                                                      236,294
Custodian fees                                                         76,389
Transfer agent fees                                                    71,283
Accounting and legal services fees                                     68,035
Printing                                                               54,155
Professional fees                                                      44,842
Miscellaneous                                                          43,512
Registration and filing fees                                           23,926
Trustees' fees                                                         14,783
Interest                                                                3,128
Security lending fees                                                   1,643

Total expenses                                                      2,007,742

Net investment income                                              13,899,925

Realized and unrealized gain (loss)

Net realized gain (loss) on
Investments                                                           953,171
Financial futures contracts                                        (2,093,220)
Options                                                               (31,600)

Change in net unrealized appreciation (depreciation) of
Investments                                                          (420,724)
Financial futures contracts                                          (171,125)

Net realized and unrealized loss                                   (1,763,498)

Distributions to APS Series A                                        (652,357)
Distributions to APS Series B                                        (652,774)

Increase in net assets from operations                            $10,831,296

See notes to
financial statements.


21
<PAGE>


FINANCIAL STATEMENTS

CHANGES IN
NET ASSETS

These Statements
of Changes in Net
Assets show how
the value of the
Fund's net assets
has changed
during the last
two  periods. The
difference reflects
earnings less
expenses, any
investment
gains and losses,
distributions, if
any, paid to
shareholders and
the net of Fund
share transactions.

                                                    Year          Year
                                                   ended         ended
                                                12-31-03      12-31-04

Increase in net assets
From operations

Net investment income                        $10,991,576   $13,899,925
Net realized gain (loss)                       4,125,672    (1,171,649)
Change in net unrealized
appreciation (depreciation)                    5,201,422      (591,849)
Distributions to APS Series A and B 1           (164,641)   (1,305,131)

Increase in net assets resulting
from operations                               20,154,029    10,831,296

Distributions to common shareholders
From net investment income                   (11,408,065)  (13,527,084)
From net realized gains                       (4,815,418)           --
                                             (16,223,483)  (13,527,084)
From Fund share transactions                     663,868     1,256,063

Net assets
Beginning of period                          170,003,563   174,597,977

End of period 2                             $174,597,977  $173,158,252

1 APS Series A and B were issued on 11-4-03.

2 Includes accumulated (distributions in excess of) net investment
  income of ($9,826) and $34,197, respectively.

See notes to
financial statements.


22
<PAGE>


FINANCIAL HIGHLIGHTS

FINANCIAL
HIGHLIGHTS

<TABLE>
<CAPTION>

COMMON SHARES

The Financial Highlights show how the Fund's net asset value for a share has
changed since the end of the previous period.

Period ended                                          12-31-00 1  12-31-01 1,2  12-31-02 1  12-31-03    12-31-04
<S>                                                  <C>         <C>           <C>         <C>         <C>
Per share operating performance
Net asset value,
beginning of period                                     $20.11      $20.79        $20.98      $21.21      $21.55
Net investment income 3                                   1.42        1.32          1.20        1.37        1.71
Net realized and unrealized
gain (loss) on investments                                0.68        0.21          0.25        1.14       (0.21)
Distributions to APS Series A and B 4                       --          --            --       (0.02)      (0.16)
Total from
investment operations                                     2.10        1.53          1.45        2.49        1.34
Less distributions
to common shareholders
From net investment income                               (1.42)      (1.34)        (1.22)      (1.42)      (1.67)
From net realized gains                                     --          --            --       (0.60)         --
                                                         (1.42)      (1.34)        (1.22)      (2.02)      (1.67)
Capital charges
Offering costs and underwriting
discounts related to APS                                    --          --            --       (0.13)         --
Net asset value, end of period                          $20.79      $20.98        $21.21      $21.55      $21.22
Per share market value,
end of period                                           $19.25      $19.04        $19.12      $19.98      $22.46
Total return at market value 5 (%)                       25.75        5.96          6.89       15.29       21.60

Ratios and supplemental data
Net assets applicable to common
shares, end of period (in millions)                       $165        $167          $170        $175        $173
Ratio of expenses
to average net assets (%)                                 0.83        0.82          0.84        0.88 6      1.16 6
Ratio of net investment income
to average net assets (%)                                 6.97        6.20          5.74        6.25 7      8.03 7
Portfolio turnover (%)                                     247         300           314         245         128

Senior securities
Total APS Series A outstanding (in millions)                --          --            --         $43         $43
Total APS Series B outstanding (in millions)                --          --            --         $43         $43
Involuntary liquidation preference APS
Series A per unit (in thousands)                            --          --            --         $25         $25
Involuntary liquidation preference APS
Series B per unit (in thousands)                            --          --            --         $25         $25
Average market value per unit
(in thousands)                                              --          --            --         $25         $25
Asset coverage per unit 8                                   --          --            --     $74,836     $74,713
</TABLE>

See notes to
financial statements.


23
<PAGE>


FINANCIAL HIGHLIGHTS

Notes to Financial Highlights

1 Audited by previous auditor.

2 As required, effective January 1, 2001, the Fund has adopted the provisions
  of the AICPA Audit and Accounting Guide for Investment Companies, as revised,
  relating to the amortization of premiums and accretion of discounts on debt
  securities. The effect of this change on per share amounts for the year ended
  December 31, 2001, was to decrease net investment income per share by $ 0.02,
  increase net realized and unrealized gain per share by $0.02 and, had the
  Fund not made these changes to amortization and accretion, the ratio of net
  investment income to average net assets would have been 6.31%. Per share
  ratios and supplemental data for periods prior to January 1, 2001, have not
  been restated to reflect this change in presentation.

3 Based on the average shares outstanding.

4 APS Series A and B were issued on 11-4-03.

5 Assumes dividend reinvestment.

6 Ratios calculated on the basis of expenses relative to the average net assets
  of common shares. Without the exclusion of preferred shares, the ratios of
  expenses would have been 0.82% and 0.77% for the years ended 12-31-03 and
  12-31-04, respectively.

7 Ratios calculated on the basis of net investment income relative to the
  average net assets of common shares. Without the exclusion of preferred
  shares, the ratios of net investment income would have been 5.81% and 5.36%
  for the years ended 12-31-03 and 12-31-04, respectively.

8 Calculated by subtracting the Fund's total liabilities from the Fund's total
  assets and dividing that amount by the number of APS outstanding, as of the
  applicable 1940 Act Evaluation Date, which may differ from the financial
  reporting date.

See notes to
financial statements.


24
<PAGE>


NOTES TO
STATEMENTS

Note A
Accounting policies

John Hancock Investors Trust (the "Fund") is a closed-end diversified
management investment company registered under the Investment Company
Act of 1940.

Significant accounting policies
of the Fund are as follows:

Valuation of investments

Securities in the Fund's portfolio are valued on the basis of market
quotations, valuations provided by independent pricing services or at
fair value as determined in good faith in accordance with procedures
approved by the Trustees. Short-term debt investments which have a
remaining maturity of 60 days or less may be valued at amortized cost,
which approximates market value. The Fund determines the net asset value
of the common shares each business day.

Joint repurchase agreement

Pursuant to an exemptive order issued by the Securities and Ex change
Commission, the Fund, along with other registered investment companies
having a man age ment contract with John Hancock Advisers, LLC (the
"Adviser"), a wholly owned subsidiary of John Hancock Financial
Services, Inc., may participate in a joint repurchase agreement
transaction. Aggregate cash balances are invested in one or more large
repurchase agreements, whose underlying securities are obligations of
the U.S. government and/or its agencies. The Fund's custodian bank
receives delivery of the underlying securities for the joint account on
the Fund's behalf. The Adviser is responsible for ensuring that the
agreement is fully collateralized at all times.

Investment transactions

Investment transactions are recorded as of the date of purchase, sale or
maturity. Net rea l ized gains and losses on sales of investments are
determined on the identified cost basis. Some securities may be
purchased on a "when-issued" or "forward deliv ery" basis, which means
that the securities will be delivered to the Fund at a future date,
usually beyond customary settlement date.

Discount and premium
on securities

The Fund accretes discount and amortizes premium from par value on
securities from either the date of issue or the date of purchase over
the life of the security.

Expenses

The majority of the expenses are directly identifiable to an individual
fund. Expenses that are not readily identifiable to a specific fund will
be allocated in such a manner as deemed equitable, taking into
consideration, among other things, the nature and type of expense and
the relative sizes of the funds.

Options

The Fund may enter into option contracts. Listed options will be valued
at the last quoted sales price on the exchange on which they are
primarily traded.


25
<PAGE>


Over-the-counter options are valued at the mean between the last bid and
asked prices. Upon the writing of a call or put op tion, an amount equal
to the premium received by the Fund will be included in the Fund's
Statement of Assets and Liabilities as an asset and corresponding
liability. The amount of the liability will be subsequently marked to
market to reflect the current market value of the written option.

The Fund may use option contracts to manage its exposure to the price
volatility of financial instruments. Writing puts and buying calls will
tend to increase the Fund's exposure to the underlying instrument, and
buying puts and writing calls will tend to decrease the Fund's exposure
to the underlying instrument, or hedge other Fund investments.

The maximum exposure to loss for any purchased options will be limited
to the premium initially paid for the option. In all other cases, the
face (or "notional") amount of each contract at value will reflect the
maximum exposure of the Fund in these contracts, but the actual exposure
will be limited to the change in value of the contract over the period
the contract remains open.

Risks may also arise if counterparties do not perform under the
contract's terms ("credit risk") or if the Fund is unable to offset a
contract with a counterparty on a timely basis ("liquidity risk").
Exchange-traded options have minimal credit risk as the exchanges act as
counterparties to each transaction, and only present liquidity risk in
highly unusual market conditions. To minimize credit and liquidity risks
in over-the-counter option contracts, the Fund continuously monitors the
creditworthiness of all its counterparties.

At any particular time, except for purchased options, market or credit
risk may involve amounts in excess of those reflected in the Fund's
Statement of Assets and Liabilities. The Fund had no written option
transactions during the year ended December 31, 2004.

Securities lending

The Fund may lend securities to certain qualified brokers who pay the
Fund negotiated lender fees. The loans are collateralized at all times
with cash or securities with a market value at least equal to the market
value of the securities on loan. As with other extensions of credit, the
Fund may bear the risk of delay of the loaned securities in recovery or
even loss of rights in the collateral, should the borrower of the
securities fail financially. On December 31, 2004, the Fund loaned
securities having a market value of $27,507,327 collateralized by
securities in the amount of $28,224,488. Securities lending expenses are
paid by the Fund to the Adviser.

Financial futures contracts

The Fund may buy and sell financial futures contracts. Buying futures
tends to increase the Fund's exposure to the underlying instrument.
Selling futures tends to decrease the Fund's exposure to the underlying
instrument or hedge other Fund's instruments. At the time the Fund
enters into financial futures contracts, it is required to deposit with
its custodian a specified amount of cash or U.S. government securities,
known as "initial margin," equal to a certain percentage of the value of
the financial futures contract being traded. Each day, the futures
contract is valued at the official settlement price of the board of
trade or U.S. commodities exchange on which it trades. Subsequent
payments to and from the broker, known as "variation margin," are made
on a daily basis as the market price of the financial futures contract
fluctuates. Daily variation margin adjustments arising from this "mark
to market" are recorded by the Fund as unrealized gains or losses.

When the contracts are closed, the Fund recognizes a gain or loss. Risks
of entering into financial futures contracts include the possibility
that there may be an illiquid market and/or that a change in the value
of the contracts may not correlate


26
<PAGE>


with changes in the value of the underlying securities. In addition, the
Fund could be prevented from opening or realizing the benefits of
closing out financial futures positions because of position limits or
limits on daily price fluctuation imposed by an exchange.

For federal income tax purposes, the amount, character and timing of the
Fund's gains and/or losses can be affected as a result of financial
futures contracts. On December 31, 2004, the Fund had deposited $501,250
in a segregated account to cover margin requirements on open financial
futures contracts.

The Fund had the following financial futures contracts open on
December 31, 2004:

                             NUMBER OF                           APPRECIATION
OPEN CONTRACTS               CONTRACTS   POSITION   EXPIRATION  (DEPRECIATION)
- ------------------------------------------------------------------------------
U.S. 20-Year Treasury Bond   100         Short      March 05        ($111,638)
U.S. 10-Year Treasury Note   375         Short      March 05           47,180
U.S. 10-Year Treasury Note   50          Short      March 05          (68,319)
- ------------------------------------------------------------------------------
                                                                    ($132,777)

Federal income taxes

The Fund qualifies as a "regulated investment company" by complying with
the applicable provisions of the Internal Revenue Code and will not be
subject to federal income tax on taxable income that is distributed to
shareholders. Therefore, no federal income tax provision is required.
For federal income tax purposes, the Fund has $1,668,465 of a capital
loss carryforward, to the extent provided by regulations, to offset
future net realized capital gains. To the extent that such carryforward
is used by the Fund, no capital gain distribution will be made. The
entire amount of the loss carryforward expires December 31, 2012.

Dividends, interest
and distributions

Dividend income on investment securities is recorded on the ex-dividend
date or, in the case of some foreign securities, on the date thereafter
when the Fund identifies the dividend. Interest income on investment
securities is recorded on the accrual basis. The Fund may place a debt
obligation on non-accrual status and reduce related interest income by
ceasing current accruals and writing off interest receivables when the
collection of interest has become doubtful. Foreign income may be
subject to foreign withholding taxes, which are accrued as applicable.

The Fund records distributions to shareholders from net investment
income and net realized gains, if any, on the ex-dividend date. During
the year ended Decem ber 31, 2003, the tax char ac ter of distributions
paid was as follows: ordinary income $14,361,583 and long-term capital
gains $2,026,541. For the year ended Decem ber 31, 2004, the tax
character of distributions paid was as follows: ordinary income
$14,832,215. As of December 31, 2004, the components of distributable
earnings on a tax basis in cluded $60,386 of undistributed ordinary in
come.

Such distributions and distributable earnings, on a tax basis, are
determined in conformity with income tax regulations, which may differ
from accounting principles generally accepted in the United States of
America. Distributions in excess of tax basis earnings and profits, if
any, are reported in the Fund's financial statements as a return of
capital.

Use of estimates

The preparation of these financial statements, in accordance with
accounting principles generally accepted in the United States of
America, incorporates estimates made by management in determining the
reported amount of assets, liabilities, revenues and expenses of the


27
<PAGE>


Fund. Actual results could differ from these estimates.

Note B
Management fee and
transactions with
affiliates and others

The Fund has an investment management contract with the Adviser. Under
the investment management contract, the Fund pays a quarterly management
fee to the Adviser, equivalent on an annual basis, to the sum of (a)
0.650% of the first $150,000,000 of the Fund's average daily net asset
value and the value attributable to the Auction Preferred Shares
(collectively, "managed assets"), (b) 0.375% of the next $50,000,000,
(c) 0.350% of the next $100,000,000 and (d) 0.300% of the Fund's average
daily managed assets in excess of $300,000,000.

The Fund has an agreement with the Adviser to perform necessary tax,
accounting and legal services for the Fund. The compensation for the
period amounted to $68,035. The Fund also paid the Adviser the amount of
$784 for certain publishing services, included in the printing fees.

Mr. James A. Shepherdson is a director and officer of the Adviser, as
well as affiliated Trustee of the Fund, and is compensated by the
Adviser. The compensation of unaffiliated Trustees is borne by the Fund.
The unaffiliated Trustees may elect to defer for tax purposes their
receipt of this compensation under the John Hancock Group of Funds
Deferred Compen sation Plan. The Fund makes investments into other John
Hancock funds, as applicable, to cover its liability for the deferred
compensation. Investments to cover the Fund's deferred compensation
liability are recorded on the Fund's books as an other asset. The
deferred compensation liability and the related other asset are always
equal and are marked to market on a periodic basis to reflect any income
earned by the investment as well as any unrealized gains or losses. The
Deferred Compensation Plan investments had no impact on the operations
of the Fund.

Note C
Fund share transactions

This listing illustrates the number of Fund common shares distributions
reinvested, offering costs and underwriting discount charged to capital
paid-in, reclassification of capital accounts and the number of common
shares outstanding at the beginning and end of the last two periods,
along with the corresponding dollar value.

<TABLE>
<CAPTION>

                                 Year ended 12-31-03           Year ended 12-31-04
                              Shares          Amount        Shares          Amount
<S>                       <C>          <C>              <C>          <C>
Beginning of period        8,015,867    $166,689,302     8,102,295    $167,056,970
Distributions reinvested      86,428       1,731,668        58,585       1,226,299
Offering costs and
underwriting discount
related to Auction
Preferred Shares                  --      (1,067,800)           --          29,764
Reclassification of
capital accounts                  --        (296,200)           --        (562,079)
End of period              8,102,295    $167,056,970     8,160,880    $167,750,954

</TABLE>

Auction preferred shares

The Fund issued a total of 3,440 Auction Preferred Shares: 1,720 shares
of Series A Auction Preferred Shares and 1,720 shares of Series B
Auction Preferred Shares (collectively, the "Preferred Shares" or "APS")
on November 4, 2003 in a public offering. The offering costs of $178,036
and the underwriting discount of $860,000 have been charged to capital
paid-in of common shares.


28
<PAGE>


Dividends on the APS, which accrue daily, are cumulative at a rate that
was established at the offering of the APS and has been reset every 7
days thereafter by an auction. Dividend rates on APS Series A ranged
from 1.00% to 2.65% and Series B from 1.00% to 2.67% during the year
ended December 31, 2004. Accrued dividends on APS are included in the
value of APS on the Fund's Statement of Assets and Liabilities.

The APS are redeemable at the option of the Fund, at a redemption price
equal to $25,000 per share, plus accumulated and unpaid dividends on any
dividend payment date. The APS are also subject to mandatory redemption
at a redemption price equal to $25,000 per share, plus accumulated and
unpaid dividends, if the Fund is in default on its asset coverage
requirements with respect to the APS as defined in the Fund's by-laws.
If the dividends on the APS shall remain unpaid in an amount equal to
two full years' dividends, the holders of the APS, as a class, have the
right to elect a majority of the Board of Trustees. In general, the
holders of the APS and the common shareholders have equal voting rights
of one vote per share, except that the holders of the APS, as a class,
vote to elect two members of the Board of Trustees, and separate class
votes are required on certain matters that affect the respective
interests of the APS and common shareholders.

Note D
Investment
transactions

Purchases and proceeds from sales or maturities of securities, other
than short-term securities and obligations of the U.S. government,
during the year ended December 31, 2004, aggregated $255,467,290 and
$262,305,434, respectively. Purchases and proceeds from maturities of
obligations of the U.S. government aggregated $67,906,958 and
$61,609,069, respectively, during the year ended December 31, 2004.

The cost of investments owned on December 31, 2004, including short-term
investments, for federal income tax purposes was $248,711,746. Gross
unrealized appreciation and depreciation of investments aggregated
$8,541,766 and $1,610,244, respectively, resulting in net unrealized
appreciation of $6,931,522. The difference between book basis and tax
basis net unrealized appreciation of investments is attributable
primarily to the tax deferral of losses on certain sales of securities
and amortization of premiums and accretion of discounts on debt
securities.

Note E
Reclassification
of accounts

During the year ended December 31, 2004, the Fund reclassified amounts
to reflect an increase in accumulated net realized loss on investments
of $414,234, an increase in accumulated net investment income of
$976,313 and a decrease in capital paid-in of $562,079. This represents
the amounts necessary to report these balances on a tax basis, excluding
certain temporary differences, as of December 31, 2004. Additional
adjustments may be needed in subsequent reporting periods. These
reclassifications, which have no impact on the net asset value of the
Fund, are primarily attributable to certain differences in the
computation of distributable income and capital gains under federal tax
rules versus accounting principles generally accepted in the United
States of America, and book and tax differences in accounting for
deferred compensation and amortization of premiums and accretion of
discounts on debt securities. The calculation of net investment in come
per share in the Fund's Financial Highlights excludes these adjustments.


29
<PAGE>


AUDITORS'
REPORT

Report of
Independent
Registered Public
Accounting Firm

To the Board of Trustees and Shareholders of
John Hancock Investors Trust,

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of John
Hancock Investors Trust (the "Fund") at December 31, 2004, the results
of its operations, the changes in its net assets and the financial
highlights for the periods indicated, in conformity with accounting
principles generally accepted in the United States of America. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
financial statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at December 31, 2004 by correspondence with the custodian and
brokers, provide a reasonable basis for our opinion. The financial
highlights for each of the periods ended on or before December 31, 2002,
were audited by other independent auditors, whose report dated February
7, 2003, expressed an unqualified opinion thereon.

PricewaterhouseCoopers LLP
Boston, Massachusetts
February 17, 2005


30
<PAGE>


TAX
INFORMATION

Unaudited

For federal income tax purposes, the following information is furnished
with respect to the distributions of the Fund, if any, paid during its
taxable year ended December 31, 2004.

With respect to the ordinary dividends paid by the Fund for the fiscal
year ended December 31, 2004, 1.05% of the dividends qualifies for the
corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net
taxable income as qualified dividend income as provided in the Jobs and
Growth Tax Relief Reconciliation Act of 2003. This amount will be
reflected on Form 1099-DIV for the calendar year 2004.

Shareholders will be mailed a 2004 U.S. Treasury Department Form
1099-DIV in January 2005. This will reflect the total of all
distributions that are taxable for the calendar year 2004.


31
<PAGE>


Investment
objective
and policy

The Fund is a closed-end diversified management investment company,
common shares of which were initially offered to the public on January
29, 1971, and are publicly traded on the New York Stock Exchange. The
Fund's primary investment objective is to generate income for
distribution to its shareholders, with capital appreciation as a
secondary objective. The preponderance of the Fund's assets are invested
in a diversified portfolio of debt securities, some of which may carry
equity features. Up to 50% of the value of the Fund's assets may be
invested in restricted securities acquired through direct placement. The
Fund may also invest in repurchase agreements. The Fund may issue a
single class of senior securities not to exceed 3313% of the market or
fair value of its net assets and may borrow from banks as a temporary
measure for emergency purposes in amounts not to exceed 5% of its total
assets taken at cost. The Fund may lend portfolio securities not to
exceed 3313% of total assets.

By-laws

In November 2002, the Board of Trustees adopted several amendments to
the Fund's by-laws, including provisions relating to the calling of a
special meeting and requiring advance notice of shareholder proposals or
nominees for Trustee. The advance notice provisions in the by-laws
require shareholders to notify the Fund in writing of any proposal that
they intend to present at an annual meeting of shareholders, including
any nominations for Trustee, between 90 and 120 days prior to the first
anniversary of the mailing date of the notice from the prior year's
annual meeting of shareholders. The notification must be in the form
prescribed by the by-laws. The advance notice provisions provide the
Fund and its Trustees with the opportunity to thoughtfully consider and
address the matters proposed before the Fund prepares and mails its
proxy statement to shareholders. Other amendments set forth the
procedures, which must be followed in order for a shareholder to call a
special meeting of shareholders. Please contact the Secretary of the
Fund for additional information about the advance notice requirements or
the other amendments to the by-laws.

On August 21, 2003, shareholders approved the amendment of the Fund's
by-laws, effective August 26, 2003, to provide for the issuance of
preferred shares. Effective March 9, 2004, the Trustees approved
additional changes to conform the Fund's maximum dividend rate on the
preferred shares with the rate used by other John Hancock funds.

On September 14, 2004, the Trustees approved an amendment to the Fund's
by-laws increasing the maximum applicable dividend rate ceiling on the
preferred shares to conform with the modern calculation methodology used
by the industry and other John Hancock funds.

Financial futures
contracts and options

The Fund may buy and sell financial futures contracts and options on
futures contracts to hedge against the effects of fluctuations in
interest rates and other market conditions. The Fund's ability to hedge
successfully will depend on the Adviser's ability to predict accurately
the future direction of interest rate changes and other market factors.
There is no assurance that a liquid market for futures and options will
always exist. In addition, the Fund could be prevented from opening, or
realizing the benefits of closing out, a futures or options position
because of position limits or limits on daily price fluctuations imposed
by an exchange.

The Fund will not engage in transactions in futures contracts and
options on futures for speculation, but only for hedging or other
permissible risk management purposes. All of the Fund's futures
contracts and options on futures will be traded on a U.S. commodity
exchange or board of trade. The Fund will not engage in a transaction in


32
<PAGE>


futures or options on futures if, immediately thereafter, the sum of
initial margin deposits on existing positions and premiums paid for
options on futures would exceed 5% of the Fund's total assets.

Dividends and
distributions

The Fund pays quarterly dividends from net investment income and intends
to distribute any available net realized capital gains annually. All
distributions are paid in cash unless the shareholder elects to
participate in the Dividend Reinvestment Plan.

During the year ended December 31, 2004, the Fund paid to shareholders
dividends from net investment income totaling $1.665 per share. The
dates of payment and the amounts per share are as follows:

                          INCOME
PAYMENT DATE            DIVIDEND
- --------------------------------
March 31, 2004            $0.410
June 30, 2004              0.420
September 30, 2004         0.420
December 31, 2004          0.415

Dividend
reinvestment plan

The Fund offers its common shareholders a Dividend Reinvestment Plan
(the "Plan"), which offers the opportunity to earn compounded yields.
Any holder of common shares of record of the Fund may elect to
participate in the Plan and receive the Fund's common shares in lieu of
all or a portion of the cash dividends. The Plan is available to all
common shareholders without charge. Mellon Investor Services (the "Plan
Agent") will act as agent for participating shareholders.

Shareholders may join the Plan by notifying the Plan Agent by telephone,
in writing or by visiting the Plan Agent's Web site at
www.melloninvestor.com showing an election to reinvest all or a portion
of dividend payments. If received in proper form by the Plan Agent prior
to the record date for a dividend, the election will be effective with
respect to all dividends paid after such record date. Shareholders whose
shares are held in the name of a broker or nominee should contact the
broker or nominee to determine whether and how they may participate in
the Plan.

The Board of Trustees of the Fund will declare dividends from net
investment income payable in cash or, in the case of shareholders
participating in the Plan, partially or entirely in the Fund's common
shares. The number of shares to be issued for the benefit of each
shareholder will be determined by dividing the amount of the cash
dividend otherwise payable to such shareholder on shares included under
the Plan, by the per share net asset value of the common shares on the
date for payment of the dividend, unless the net asset value per share
on the payment date is less than 95% of the market price per share on
that date, in which event the number of shares to be issued to a
shareholder will be determined by dividing the amount of the cash
dividend payable to such shareholder by 95% of the market price per
share of the common shares on the payment date. The market price of the
common shares on a particular date shall be the mean between the highest
and lowest sales price on the New York Stock Exchange on that date. Net
asset value will be determined in accordance with the established
procedures of the Fund. However, if as of such payment date the market
price of the common shares is lower than such net asset value per share,
the number of shares to be issued will be determined on the basis of
such market price. Fractional shares, carried out to four decimal
places, will be credited to the shareholder's account. Such fractional
shares will be entitled to future dividends.

The shares issued to participating shareholders, including fractional
shares, will be held by the Plan Agent in the name of the participant. A
confirmation will be sent to each shareholder promptly, normally within
seven days, after the payment date of the dividend. The confirmation
will show


33
<PAGE>


the total number of shares held by such shareholder before and
after the dividend, the amount of the most recent cash dividend that the
shareholder has elected to reinvest and the number of shares acquired
with such dividend.

Participation in the Plan may be terminated at any time by contacting
the Plan Agent by telephone, in writing or by visiting the Plan Agent's
Web site, and such termination will be effective immediately. However,
notice of termination must be received prior to the record date of any
distribution to be effective for that distribution. Upon termination,
certificates will be issued representing the number of full shares of
common shares held by the Plan Agent. A shareholder will receive a cash
payment for any fractional share held.

The reinvestment of dividends will not relieve participants of any
federal, state or local income tax, which may be due with respect to
such dividend. Dividends reinvested in common shares will be treated on
your federal income tax return as though you had received a dividend in
cash in an amount equal to the fair market value of the shares received,
as determined by the prices for common shares of the Fund on the New
York Stock Exchange as of the dividend payment date. Distributions from
the Fund's long-term capital gains will be processed as noted above for
those electing to reinvest in common shares and will be taxable to you
as long-term capital gains. The confirmation referred to above will
contain all the information you will require for determining the cost
basis of shares acquired and should be retained for that purpose. At
year end, each account will be supplied with detailed information
necessary to determine total tax liability for the calendar year.

All correspondence or additional information concerning the Plan should
be directed to the Plan Agent, Mellon Bank, N.A., c/o Mellon Investor
Services, P.O. Box 3338, South Hackensack, New Jersey 07606-1938
(telephone 1-800-852-0218).

Shareholder
communication
and assistance

If you have any questions concerning the Fund, we will be pleased to
assist you. If you hold shares in your own name and not with a brokerage
firm, please address all notices, correspondence, questions or other
communications regarding the Fund to the transfer agent at:

Mellon Investor Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
Telephone 1-800-852-0218

If your shares are held with a brokerage firm, you should contact that
firm, bank or other nominee for assistance.


34
<PAGE>


TRUSTEES
& OFFICERS

This chart provides information about the Trustees and Officers who
oversee your John Hancock fund. Officers elected by the Trustees manage
the day-to-day operations of the Fund and execute policies formulated by
the Trustees.

<TABLE>
<CAPTION>

Independent Trustees

Name, age                                                                                                       Number of
Position(s) held with Fund                                                                  Trustee             John Hancock
Principal occupation(s) and other                                                           of Fund             funds overseen
directorships during past 5 years                                                           since 1             by Trustee
<S>                                                                                         <C>                 <C>
Charles L. Ladner, 2 Born: 1938                                                             2004                49
Independent Chairman (since 2004); Chairman and Trustee, Dunwoody
Village, Inc. (retirement services) (until 2003); Senior Vice President and
Chief Financial Officer, UGI Corporation (public utility holding company)
(retired 1998); Vice President and Director for AmeriGas, Inc. (retired
1998); Director of AmeriGas Partners, L.P. (until 1997) (gas distribution);
Director, EnergyNorth, Inc. (until 1995); Director, Parks and History
Association (since 2001).

Richard P. Chapman, Jr., 2 Born: 1935                                                       1975                39
President and Chief Executive Officer, Brookline Bancorp Inc. (lending)
(since 1972); Director, Lumber Insurance Co. (insurance) (until 2000);
Chairman and Director, Northeast Retirement Services, Inc. (retirement
administration) (since 1998).

William J. Cosgrove, Born: 1933                                                             1991                39
Vice President, Senior Banker and Senior Credit Officer, Citibank, N.A.
(retired 1991); Executive Vice President, Citadel Group Representatives,
Inc. (financial reinsurance) (until 2004); Director, Hudson City Savings Bank
(since 1995); Director, Hudson City Bancorp (since 1999); Trustee, Scholarship
Fund for Inner City Children (since 1986).

John A. Moore, 2 Born: 1939                                                                 1996                49
President and Chief Executive Officer, Institute for Evaluating Health
Risks, (nonprofit institution) (until 2001); Chief Scientist, Sciences
International (health research) (until 2003); Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002).

Patti McGill Peterson, 2 Born: 1943                                                         1996                49
Executive Director, Council for International Exchange of Scholars and
Vice President, Institute of International Education (since 1998);
Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until
1998); Former President of Wells College and St. Lawrence University;
Director, Niagara Mohawk Power Corporation (until 2003); Director, Ford
Foundation, International Fellowships Program (since 2002); Director,
Lois Roth Endowment (since 2002); Director, Council for International
Educational Exchange (since 2003).


35
<PAGE>


<CAPTION>
Non-Independent Trustees 3

Name, age                                                                                                       Number of
Position(s) held with Fund                                                                  Trustee             John Hancock
Principal occupation(s) and other                                                           of Fund             funds overseen
directorships during past 5 years                                                           since 1             by Trustee
<S>                                                                                         <C>                 <C>
James A. Shepherdson, Born: 1952                                                            2004                49
President and Chief Executive Officer
Executive Vice President, Manulife Financial Corporation (since 2004);
Director, President and Chief Executive Officer, John Hancock Advisers, LLC
(the "Adviser") and The Berkeley Financial Group, LLC ("The Berkeley Group")
(holding company); Director, President and Chief Executive Officer, John
Hancock Funds, LLC ("John Hancock Funds"); President, Director and Chief
Executive Officer, Sovereign Asset Management Corporation ("SAMCorp");
Director, Chairman and President, NM Capital Management, Inc.; President,
John Hancock Retirement Services, John Hancock Life Insurance Company
(until 2004); Chairman, Essex Corporation (until 2004); Co-Chief Executive
Officer, MetLife Investors Group (until 2003); Senior Vice President,
AXA/Equitable Insurance Company (until 2000).

<CAPTION>
Principal officers who are not Trustees

Name, age
Position(s) held with Fund                                                                                      Officer
Principal occupation(s) and                                                                                     of Fund
directorships during past 5 years                                                                               since
<S>                                                                                                            <C>
William H. King, Born: 1952                                                                                     1988
Vice President and Treasurer
Vice President and Assistant Treasurer, the Adviser; Vice President and Treasurer of each
of the John Hancock funds; Assistant Treasurer of each of the John Hancock funds (until 2001).

Susan S. Newton, Born: 1950                                                                                     1984
Senior Vice President, Secretary and Chief Legal Officer
Senior Vice President, Secretary and Chief Legal Officer, SAMCorp., the Adviser and each
of the John Hancock funds, John Hancock Funds and The Berkeley Group; Director, Senior
Vice President and Secretary, NM Capital Management, Inc.

</TABLE>

The business address for all Trustees and Officers is 101 Huntington
Avenue, Boston, Massachusetts 02199.

The Statement of Additional Information of the Fund includes additional
information about members of the Board of Trustees of the Fund and is
available, without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or
  her successor is elected.

2 Member of Audit Committee.

3 Non-independent Trustees hold positions with the Fund's investment adviser,
  underwriter and certain other affiliates.


36
<PAGE>


For more information

The Fund's proxy voting policies, procedures and records are available
without charge, upon request:

By phone            On the Fund's Web site        On the SEC's Web site

1-800-225-5291      www.jhfunds.com/proxy         www.sec.gov


Investment adviser

John Hancock Advisers, LLC
101 Huntington Avenue
Boston, MA 02199-7603

Custodian

The Bank of New York
One Wall Street
New York, NY 10286

Transfer agent and registrar

Mellon Investor Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660

Transfer agent for APS

Deutsche Bank Trust
Company Americas
280 Park Avenue
New York, NY 10017

Legal counsel

Wilmer Cutler Pickering
Hale and Dorr LLP
60 State Street
Boston, MA 02109-1803

Independent registered
public accounting firm

PricewaterhouseCoopers LLP
125 High Street
Boston, MA 02110

Stock symbol

Listed New York Stock
Exchange:
JHI

For shareholder assistance
refer to page 35


How to contact us

Internet   www.jhfunds.com

Mail      Regular mail:
          Mellon Investor Services
          85 Challenger Road
          Overpeck Centre
          Ridgefield Park, NJ 07660

Phone     Customer service representatives     1-800-852-0218
          Portfolio commentary                 1-800-344-7054
          24-hour automated information        1-800-843-0090
          TDD line                             1-800-231-5469


A listing of month-end portfolio holdings is available on our Web site,
www.jhfunds.com. A more detailed portfolio holdings summary is available
on a quarterly basis 60 days after the fiscal quarter on our Web site
or upon request by calling 1-800-225-5291, or on the Securities and
Exchange Commission's Web site, www.sec.gov.


37
<PAGE>


[A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner.
A tag line below reads "JOHN HANCOCK FUNDS."]


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

www.jhfunds.com

PRESORTED
STANDARD
U. S. POSTAGE
PAID
MIS

P500A  12/04
        2/05


<PAGE>


ITEM 2.  CODE OF ETHICS.

As of the end of the period, December 31, 2004, the registrant has adopted
a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its
Chief Executive Officer, Chief Financial Officer and Treasurer
(respectively, the principal executive officer, the principal financial
officer and the principal accounting officer, the "Senior Financial
Officers"). A copy of the code of ethics is filed as an exhibit to this
Form N-CSR.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

Charles L. Ladner is the audit committee financial expert and is
"independent", pursuant to general instructions on Form N-CSR Item 3.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees

The aggregate fees billed for professional services rendered by the
principal accountant(s) for the audit of the registrant's annual financial
statements or services that are normally provided by the accountant(s) in
connection with statutory and regulatory filings or engagements amounted to
$31,000 for the fiscal year ended December 31, 2003 and $32,500 for the
fiscal year ended December 31, 2004. These fees were billed to the
registrant and were approved by the registrant's audit committee.

(b) Audit-Related Services

There were no audit-related fees during the fiscal year ended December 31,
2003 and fiscal year ended December 31, 2004 billed to the registrant or to
the registrant's investment adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the adviser that provides
ongoing services to the registrant ("control affiliates").

(c) Tax Fees

The aggregate fees billed for professional services rendered by the
principal accountant(s) for the tax compliance, tax advice and tax planning
("tax fees") amounted to $4,000 for the fiscal year ended December 31, 2003
and $4,200 for the fiscal year ended December 31, 2004. The nature of the
services comprising the tax fees was the review of the registrant's income
tax returns and tax distribution requirements. These fees were billed to
the registrant and were approved by the registrant's audit committee. There
were no tax fees billed to the control affiliates.

(d) All Other Fees

The all other fees billed to the registrant for products and services
provided by the principal accountant were none for the fiscal year ended
December 31, 2003 and $5,000 for the fiscal year ended December 31, 2004.
There were no other fees during the fiscal year ended December 31, 2003 and
December 31, 2004 billed to control affiliates for products and services
provided by the principal accountant. The nature of the services comprising
the all other fees was related to the principal accountant's report on the
registrant's Eligible Asset Coverage. These fees were approved by the
registrant's audit committee.

(e)(1) See attachment "Approval of Audit, Audit-related, Tax and Other
Services", with the audit committee pre-approval policies and procedures.

(e)(2) There were no fees that were approved by the audit committee
pursuant to the de minimis exception for the fiscal years ended December
31, 2003 and December 31, 2004 on behalf of the registrant or on behalf of
the control affiliates that relate directly to the operations and financial
reporting of the registrant.

(f) According to the registrant's principal accountant, for the fiscal year
ended December 31, 2004, the percentage of hours spent on the audit of the
registrant's financial statements for the most recent fiscal year that were
attributed to work performed by persons who were not full-time, permanent
employees of principal accountant was less than 50%.

(g) The aggregate non-audit fees billed by the registrant's accountant(s)
for services rendered to the registrant and rendered to the registrant's
control affiliates for each of the last two fiscal years of the registrant
were $4,000 for the fiscal year ended December 31, 2003, and $120,662 for
the fiscal year ended December 31, 2004.

(h) The audit committee of the registrant has considered the non-audit
services provided by the registrant's principal accountant(s) to the
control affiliates and has determined that the services that were not
pre-approved are compatible with maintaining the principal accountant(s)'
independence.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant has a separately-designated standing audit committee
comprised of independent trustees. The members of the audit committee are
as follows:

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

ITEM 6.  SCHEDULE OF INVESTMENTS.

Not applicable.

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

See attached Exhibit "Proxy Voting Policies and Procedures".

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9.  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) There were no material changes to previously disclosed John Hancock
Funds - Administration Committee Charter.

ITEM 11.  CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the registrant's disclosure controls and
procedures as conducted within 90 days of the filing date of this Form
N-CSR, the registrant's principal executive officer and principal
accounting officer have concluded that those disclosure controls and
procedures provide reasonable assurance that the material information
required to be disclosed by the registrant on this report is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal half-year (the registrant's second fiscal half-year in the case of
an annual report) that have materially affected, or are reasonably likely
to materially affect, the registrant's internal control over financial
reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of Ethics for Senior Financial Officers is attached.

(a)(2) Separate certifications for the registrant's principal executive
officer and principal accounting officer, as required by Section 302 of the
Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company
Act of 1940, are attached.

(b)(1) Separate certifications for the registrant's principal executive
officer and principal accounting officer, as required by 18 U.S.C.  Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
and Rule 30a-2(b) under the Investment Company Act of 1940, are attached.
The certifications furnished pursuant to this paragraph are not deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liability of that section. Such
certifications are not deemed to be incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the Registrant specifically incorporates
them by reference.

(c)(1) Proxy Voting Policies and Procedures are attached.

(c)(2) Approval of Audit, Audit-related, Tax and Other Services is
attached.

(c)(3) Contact person at the registrant.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

John Hancock Investors Trust


By:
    ------------------------------
    James A. Shepherdson
    President and Chief Executive Officer

Date:    February 17, 2005


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.


By:
    ------------------------------
    James A. Shepherdson
    President and Chief Executive Officer

Date:    February 17, 2005


By:
    ------------------------------
    William H. King
    Vice President and Treasurer

Date:    February 17, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>2
<FILENAME>exnn2.txt
<DESCRIPTION>CERTIFICATION
<TEXT>

CERTIFICATION

I, James A. Shepherdson, certify that:

1. I have reviewed this report on Form N-CSR of the John Hancock Investors
Trust (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Ace of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and

(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

Date:    February 17, 2005


- ---------------------------------
James A. Shepherdson
President and Chief Executive Officer


CERTIFICATION

I, William H. King, certify that:

1. I have reviewed this report on Form N-CSR of the John Hancock Investors
Trust (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Ace of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and

(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

Date:    February 17, 2005


- ---------------------------------
William H. King
Vice President and Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.906 CERT
<SEQUENCE>3
<FILENAME>exnnos3.txt
<DESCRIPTION>CERTIFICATION 906
<TEXT>

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the attached Report of John Hancock Investors Trust (the
"registrant") on Form N-CSR to be filed with the Securities and Exchange
Commission (the "Report"), each of the undersigned officers of the
registrant does hereby certify that, to the best of such officer's
knowledge:

1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
registrant as of, and for, the periods presented in the Report.


- ---------------------------
James A. Shepherdson
President and Chief Executive Officer

Dated:  February 17, 2005


- ---------------------------
William H. King
Vice President and Treasurer

Dated:  February 17, 2005


A signed original of this written statement, required by Section 906, has
been provided to the registrant and will be retained by the registrant and
furnished to the Securities and Exchange Commission or its staff upon
request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CODE ETH
<SEQUENCE>4
<FILENAME>exnncodeth4.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>

                                Code of Ethics of
                           * John Hancock Advisers, LLC
                           * Sovereign Asset Management Co.
                           * each John Hancock fund
                           * John Hancock Funds, LLC
                     (together, called "John Hancock Funds")

                                  May 1, 2004

- --------------------------------------------------------------------------------
1.   General Principles......................................................2
2.   To Whom Does This Code Apply?...........................................2
3.   Overview of Policies....................................................3
4.   Policies Outside the Code of Ethics.....................................4
   >>   Company Conflict & Business Practice Policy..........................4
   >>   Inside Information Policy and Procedures.............................4
5.   Policies in the Code of Ethics..........................................5
   >>   Restriction on Gifts.................................................5
   >>   Preclearance of Securities Transactions..............................5
   >>   Ban on Short-Term Profits............................................6
   >>   Ban on IPOs..........................................................7
   >>   Disclosure of Private Placement Conflicts............................7
   >>   Seven Day Blackout Period............................................8
6.   Reports and Other Disclosures Outside the Code of Ethics................8
   >>   Broker Letter/Duplicate Confirm Statements...........................8
7.   Reports and Other Disclosures In the Code of Ethics.....................9
   >>   Initial Holdings Report and Annual Holdings Report...................9
   >>   Quarterly Transaction Reports........................................9
   >>   Annual Certification................................................10
8.   Limited Access Persons.................................................10
9.   Subadvisers............................................................10
10.  Reporting Violations...................................................10
11.  Interpretation and Enforcement.........................................11
Appendix A: Categories of Personnel.........................................12
Appendix B: Preclearance Procedures.........................................13
Appendix C: Limited Access Persons..........................................17
Appendix D:  Subadvisers....................................................18
Appendix E:  Administration and Recordkeeping...............................19

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

<PAGE>


1.  General Principles

Each person within the John Hancock Funds organization is responsible for
maintaining the very highest ethical standards when conducting business. This
means that:

     o    You have a duty at all times to place  the  interests  of our  clients
          first.
     o    All  of  your  personal  securities  transactions  must  be  conducted
          consistent  with this code of ethics  and in such a manner as to avoid
          any actual or  potential  conflict  of interest or other abuse of your
          position of trust and responsibility.
     o    You should not take inappropriate advantage of your position or engage
          in any fraudulent or manipulative  practice (such as  front-running or
          manipulative market timing) with respect to our clients' accounts.

2.  To Whom Does This Code Apply?

This code of ethics applies to you if you are a director, officer or employee of
John Hancock Advisers, LLC, Sovereign Asset Management Co., John Hancock Funds,
LLC or a "John Hancock fund" (any fund or account advised by John Hancock
Advisers, LLC). It also applies to you if you are an employee of John Hancock
Life Insurance Co. or its subsidiaries who participates in making
recommendations for, or receives information about, portfolio trades of the John
Hancock funds. Please note that if a policy described below applies to you, it
applies to your personal accounts, those of a spouse, "significant other," minor
children or family members sharing a household, as well as all accounts over
which you have discretion or give advice or information. "Significant others"
are defined for these purposes as two people who (1) share the same primary
residence; (2) share living expenses; and (3) are in a committed relationship
and intend to remain in the relationship indefinitely.

There are three main categories for persons covered by this code of ethics,
taking into account their positions, duties and access to information regarding
fund portfolio trades. You have been notified about which of these categories
applies to you, based on the Compliance Department's understanding of your
current role. If you have a level of investment access beyond your assigned
category, or if you are promoted or change duties and as a result should more
appropriately be included in a different category, it is your responsibility to
notify Tim Fagan, Assistant Investment Compliance Officer.

The basic definitions of the three main categories, with examples, are provided
below. The more detailed definitions of each category are attached as Appendix
A.
<TABLE>
<S>                                   <C>                                    <C>
- --------------------------------------- -------------------------------------- --------------------------------------
                                                "Regular Access" person
     "Investment Access" person            A person who regularly obtains               "Non-Access" person
                                         information regarding fund portfolio
A person who regularly participates                  trades.                    A person who does not regularly
  in a fund's investment process.        examples:                              participate in a fund's investment
                                         ---------                              process or obtain information
                                         o  personnel in Investment             regarding fund portfolio trades.
examples:                                   Operations or Compliance
- ---------                                o  most FFM  personnel                 examples:
o  portfolio managers                    o  Technology personnel with           ---------
o  analysts                                 access to investment systems        o  wholesalers
o  traders                               o  attorneys and some legal            o  inside wholesalers who
                                            administration personnel               don't attend investment
                                         o  investment admin. personnel            "morning meetings"
                                                                                o  certain administrative
                                                                                   personnel
- --------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
                                                                               2
<PAGE>


3.  Overview of Policies

Please refer to the following chart to determine which policies apply to your
category. These policies are described in detail below.

<TABLE>
<S>                                                  <C>                    <C>                    <C>
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

                                                            Investment            Regular Access          Non-Access
                                                          Access Person               Person                Person
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
General principles                                              yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Policies outside the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Conflict of interest policy                                     yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Inside information policy                                       yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Policies in the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Restriction on gifts                                            yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Pre-clearance requirement                                       yes                    yes                  Limited
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Ban on short-term profits                                       yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Ban on IPOs                                                     yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Disclosure of private placement conflicts                       yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Seven day blackout period                                       yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Reports and other disclosures outside the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Broker letter/duplicate confirms                                yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Reports and other disclosures in the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Annual recertification form                                     yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Initial/annual holdings reports                                 yes                    yes                    no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Quarterly transaction reports                                   yes                    yes                    no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
</TABLE>

                                                                               3

<PAGE>


4.  Policies Outside the Code of Ethics

John Hancock Funds has certain policies that are not part of the code of ethics,
but are equally important. The two most important of these policies are (1) the
Company Conflict and Business Practice Policy; and (2) the Inside Information
Policy.

>>  Company Conflict & Business Practice Policy

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

A conflict of interest  occurs when your  private  interests  interfere or could
potentially  interfere  with your  responsibilities  at work. You must not place
yourself or the company in a Non-Access  Persons position of actual or potential
conflict.

This Policy covers a number of important issues. For example, you cannot serve
as a director of any company without first obtaining the required written
executive approval.

Other important issues in this Policy include:
o   personal investments or business relationships
o   misuse of inside information
o   receiving or giving of gifts, entertainment or favors
o   misuse or misrepresentation of your corporate position
o   disclosure of confidential or proprietary information
o   antitrust activities
o   political campaign contributions and expenditures on public officials

>>  Inside Information Policy and Procedures

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

The  antifraud  provisions of the federal  securities  laws  generally  prohibit
persons with material  non-public  information  from trading on or communicating
the   information  to  others.   Sanctions  for  violations  can  include  civil
injunctions,  permanent bars from the securities industry, civil penalties up to
three  times  the  profits  made or  losses  avoided,  criminal  fines  and jail
sentences.  While  Investment  Access persons are most likely to come in contact
with material  non-public  information,  the rules (and  sanctions) in this area
apply to all John Hancock Funds  personnel and extend to activities both related
and unrelated to your job duties.

The  Inside  Information  Policy  and  Procedures  covers a number of  important
issues, such as: o The misuse of material non-public information

o   The information  barrier  procedure o The "restricted  list" and the "watch
    list"
o   broker letters and duplicate confirmation statements (see section 6 of this
    code of ethics)

                                                                               4
<PAGE>


5.  Policies in the Code of Ethics

>>  Restriction on Gifts

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

You and  your  family  cannot  accept  preferential  treatment  or  favors  from
securities  brokers or dealers or other  organizations  with which John  Hancock
Funds might transact business except in accordance with the Company Conflict and
Business Practice Policy. For the protection of both you and John Hancock Funds,
the  appearance of a possible  conflict of interest must be avoided.  You should
exercise  caution in any instance in which business  travel and lodging are paid
for by someone other than John Hancock  Funds.  The purpose of this policy is to
minimize the basis for any charge that you used your John Hancock Funds position
to obtain for yourself  opportunities  which  otherwise  would not be offered to
you.   Please  see  the  Company   Conflict  and  Business   Practice   Policy's
"Compensation and Gifts" section for additional  details regarding  restrictions
on gifts and exceptions for "nominal value" gifts.

>>  Preclearance of Securities Transactions

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons

Also, for a limited category of trades:
            --------------------------
                Non-Access Persons
- ----------------------------------------

If you are an  Investment  Access  person or  Regular  Access  person,  you must
"preclear"  (i.e.:   receive  advance  approval  of)  any  personal   securities
transactions.

"significant other," minor children or family members sharing your household, as
well  as all  accounts  over  which  you  have  discretion  or  give  advice  or
information.  Due to this preclearance requirement,  participation in investment
clubs is prohibited.

Preclearance of private placements requires some special considerations--the
decision will take into account whether, for example: (1) the investment
opportunity should be reserved for John Hancock Funds clients; and (2) it is
being offered to you because of your position with John Hancock Funds.

The  following  securities  are  exempt  from the  preclear  policy:  (1) direct
obligations of the U.S. Government, (2) shares of open-end mutual funds that are
not advised by John  Hancock  Advisers,  LLC,  (3)  bankers'  acceptances,  bank
certificates  of  deposit,  commercial  paper  & high  quality  short-term  debt
instruments, including repurchase agreements. ***Please note that, effective May
1, 2004, if you are an Investment  Access person or Regular Access  person,  you
now must  preclear  shares of  open-end  mutual  funds that are  advised by John
Hancock  Advisers,  LLC  (excluding  the money  market  funds  and any  dividend
reinvestment,  payroll deduction, systematic  investment/withdrawal,  investment
election changes in the 401(k) plans and other program trades).***

If you are a Non-Access person, you must preclear transactions in securities of
any closed-end funds advised by John Hancock Advisers, LLC. A Non-Access person
is not required to preclear other trades. However, please keep in mind that a
Non-Access person is required to report securities transactions after every
trade (even those that are not required to be precleared) by submitting
duplicate confirmation statements, as described in section 6 of this code of
ethics.

                                                                               5
<PAGE>


The preclearance policy is designed to proactively identify possible "problem
trades" that raise front-running, manipulative market timing or other conflict
of interest concerns (example: when an Investment Access person trades a
security on the same day as a John Hancock fund). Please keep in mind that even
if you receive a preclearance, or are exempt from preclearing a securities
transaction, you are still prohibited from engaging in any fraud or manipulative
practice (such as front-running or manipulative market timing) with respect to a
John Hancock fund.

You preclear a trade by following the steps outlined in the preclearance
procedures, which are attached as Appendix B. Please note that: o You may not
trade until clearance is received.

o   Clearance approval is valid only for the date granted (i.e. the
    preclearance date and the trade date should be the same. However, for
    preclearance of John Hancock mutual funds, the preclearance date may be
    the trade date or the order submission date) .

o   A separate procedure should be followed for requesting preclearance of a
    private placement or a derivative, as detailed in Appendix B. The
    Compliance Department must maintain a five-year record of all clearances
    of private placement purchases by Investment Access persons, and the
    reasons supporting the clearances.


>>  Ban on Short-Term Profits

- ----------------------------------------
Applies to:  Investment Access Persons
- ----------------------------------------

If you are an Investment Access person,  you cannot profit from the purchase and
sale (or sale and  purchase) of the same (or  equivalent)  securities  within 60
calendar  days.  The  purpose  of this  policy is to address  the risk,  real or
perceived,  of  front-running,  manipulative  market  timing  or  other  abusive
practices  involving  short-term  personal  trading.  Any  profits  realized  on
short-term trades must be surrendered by check payable to John Hancock Advisers,
LLC and will be contributed by John Hancock Advisers, LLC to a charity.

This policy applies to trades for your personal accounts, those of a spouse,
"significant other," minor children or family members sharing a household, as
well as all accounts over which you have discretion or give advice or
information. If you give away a security, it is considered a sale.

The following securities are exempt from this ban on short-term profits: (1)
direct obligations of the U.S. Government, (2) shares of open-end mutual funds
that are not advised by John Hancock Advisers, LLC, (3) bankers' acceptances,
bank certificates of deposit, commercial paper & high quality short-term debt
instruments, including repurchase agreements. ***Please note that, effective May
1, 2004, the short-term profit ban for Investment Access persons now applies to
shares of open-end mutual funds that are advised by John Hancock Advisers, LLC
(excluding the money market funds and any dividend reinvestment, payroll
deduction, systematic investment/withdrawal, investment election changes in the
401(k) plans and other program trades).***

You may invest in derivatives or sell short provided the transaction period
exceeds the 60-day holding period.

                                                                               6
<PAGE>


You may request an exemption from this policy for involuntary sales due to
unforeseen corporate activity (such as a merger), or hardship reasons (such as
unexpected medical expenses) by sending an e-mail to Tim Fagan, Assistant
Investment Compliance Officer.


>>  Ban on IPOs

- ----------------------------------------
Applies to:  Investment Access Persons
- ----------------------------------------

If you are an Investment  Access  person,  you may not acquire  securities in an
initial public offering. You may not purchase any newly-issued  securities until
the next business  (trading) day after the offering date. This policy applies to
trades for your personal accounts, those of a spouse, "significant other," minor
children or family members sharing your household,  as well as all accounts over
which you have discretion or give advice or information.

There are two main reasons for this prohibition: (1) these purchases may suggest
that persons have taken inappropriate advantage of their positions for personal
profit; and (2) these purchases may create at least the appearance that an
investment opportunity that should have been available to the John Hancock funds
was diverted to the personal benefit of an individual employee.

You may request an exemption for certain investments that do not create a
potential conflict of interest, such as: (1) securities of a mutual bank or
mutual insurance company received as compensation in a demutualization and other
similar non-voluntary stock acquisitions; or (2) fixed rights offerings.


>>  Disclosure of Private Placement Conflicts

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

Applies to:  Investment Access Persons

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

If you are an  Investment  Access person and you own  securities  purchased in a
private  placement,  you must  disclose that holding when you  participate  in a
decision to purchase or sell that same  issuer's  securities  for a John Hancock
fund.  Private  placements are  securities  exempt from SEC  registration  under
section 4(2), section 4(6) or rules 504 -506 of the Securities Act of 1933.

The investment decision must be subject to an independent review by investment
personnel with no personal interest in the issuer. This policy applies to
holdings in your personal accounts, those of a spouse, "significant other,"
minor children or family members sharing your household, as well as all accounts
over which you have discretion or give advice or information.

The purpose of this policy is to provide appropriate scrutiny in situations in
which there is a potential conflict of interest.

                                                                               7
<PAGE>


>>  Seven Day Blackout Period

- ----------------------------------------
Applies to:  Investment Access Persons
- ----------------------------------------

If you are a portfolio manager (or were identified to the Compliance  Department
as part of a  portfolio  management  team)  you are  prohibited  from  buying or
selling a security  within seven calendar days before and after that security is
traded for a fund that you  manage  unless no  conflict  of  interest  exists in
relation to that security.

In addition, all investment access persons are prohibited from knowingly buying
or selling a security within seven calendar days before and after that security
is traded for a John Hancock fund unless no conflict of interest exists in
relation to that security. If a John Hancock fund trades in a security within
seven calendar days before or after you trade in that security, you may be
required to demonstrate that you did not know that the trade was being
considered for that John Hancock fund.

You will be required to sell any security purchased in violation of this policy
unless it is determined that no conflict of interest exists in relation to that
security. Any profits realized on trades during a seven day blackout period must
be surrendered by check payable to John Hancock Advisers, LLC and will be
contributed by John Hancock Advisers, LLC to a charity.

This policy applies to holdings in your personal accounts, those of a spouse,
"significant other" or family members sharing your household, as well as all
accounts over which you have discretion or give advice or information.


6.  Reports and Other Disclosures Outside the Code of Ethics

>>  Broker Letter/Duplicate Confirm Statements

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

As required by the Inside  Information  Policy, you must inform your stockbroker
that you are employed by an investment adviser or broker. Your broker is subject
to certain rules designed to prevent  favoritism  toward your accounts.  You may
not accept  negotiated  commission  rates that you believe may be more favorable
than the broker grants to accounts with similar characteristics. When you open a
brokerage account, before any trades are made, you must:


o   Notify the broker-dealer with which you are opening an account that you are
    a registered associate of JHF;

o   Ask the firm in writing to have duplicate written confirmations of any
    trade, as well as statements or other information concerning the account,
    sent to the JHF Compliance Department (contact: Fred Spring), 10th Floor,
    101 Huntington Avenue, Boston, MA 02199; and

o   Notify the JHF Compliance Department, in writing, that you have an account
    before you place any trades.

                                                                               8
<PAGE>


These requirements apply to holdings in your personal accounts, those of a
spouse, "significant other," minor children or family members sharing your
household, as well as all accounts over which you have discretion or give advice
or information.

***Please note that, effective May 1, 2004, the broker letter/duplicate confirm
statements requirement now applies to shares of open-end mutual funds that are
advised by John Hancock Advisers, LLC (excluding the money market funds and any
dividend reinvestment, payroll deduction, systematic investment/withdrawal,
investment election changes in the 401(k) plans and other program trades).***

7.  Reports and Other Disclosures In the Code of Ethics

>>  Initial Holdings Report and Annual Holdings Report

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
- ----------------------------------------

You must file an initial  holdings report within 10 calendar days after becoming
an Investment  Access person or a Regular Access  person.  You must also file an
annual  holdings  report (as of December 31st) within 30 calendar days after the
calendar  year end.  These  reports  must cover all  holdings  in your  personal
accounts,  those of a spouse,  "significant  other,"  minor  children  or family
members  sharing your  household,  as well as all  accounts  over which you have
discretion or give advice or information. You must report:

o   holdings  of all  securities  except:  (1) direct  obligations  of the U.S.
    Government,  (2) shares of  open-end  mutual  funds that are not advised by
    John Hancock Advisers, LLC, (3) bankers' acceptances,  bank certificates of
    deposit,  commercial  paper and high quality  short-term debt  instruments,
    including  repurchase  agreements.  ***Please  note that,  effective May 1,
    2004, you must now report  holdings of shares of open-end mutual funds that
    are advised by John  Hancock  Advisers,  LLC  (excluding  the money  market
    funds).***

o   all  brokerage  accounts  that  contain  securities   (including  brokerage
    accounts that only contain securities exempt from reporting).


>>  Quarterly Transaction Reports

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
- ----------------------------------------

You must file a quarterly  transaction  report within 10 calendar days after the
end of a calendar  quarter if you are an  Investment  Access person or a Regular
Access person.  This report must cover all transactions during the past calendar
quarter in your personal accounts, those of a spouse, "significant other," minor
children or family members sharing your household,  as well as all accounts over
which you have discretion or give advice or information.

You must report:

o   transactions in all securities  except:  (1) direct obligations of the U.S.
    Government,  (2) open-end mutual funds that are not advised by John Hancock
    Advisers,  LLC, (3) bankers'  acceptances,  bank  certificates  of deposit,
    commercial paper and high quality  short-term debt  instruments,  including

                                                                               9
<PAGE>


    repurchase agreements. ***Please note that, effective May 1, 2004, you must
    now report transactions of shares of open-end mutual funds that are advised
    John Hancock  Advisers,  LLC  (excluding  the money market funds and any by
    dividend reinvestment, payroll deduction, systematic investment/withdrawal,
    investment   election  changes  in  the  401(k)  plans  and  other  program
    trades).***

o   the opening of any brokerage  account that contains  securities  (including
    brokerage accounts that only contain securities exempt from reporting).

>>  Annual Certification

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

You must provide an annual  certification at a date designated by the Compliance
Department  that: (1) you have read and understood this code of ethics;  (2) you
recognize  that you are subject to its policies;  and (3) you have complied with
its  requirements.  You are required to make this  certification  to demonstrate
that you understand  the importance of these policies and your  responsibilities
under the Code.


8.  Limited Access Persons

There is an additional category of persons called "Limited Access" persons. This
category consists only of directors of John Hancock Advisers, LLC or the John
Hancock funds who:
        (a) are not also officers of John Hancock Advisers, LLC; and
        (b) do not ordinarily obtain information about fund portfolio trades.

A more detailed definition of Limited Access persons, and a list of the policies
that apply to them, is attached as Appendix C.

9.  Subadvisers

A subadviser to a John Hancock fund has a number of responsibilities under this
code of ethics, as described in Appendix D.

10. Reporting Violations

If you know of any violation of our code of ethics, you have a responsibility to
immediately report it. You should also report any deviations from the controls
and procedures that safeguard John Hancock Funds and the assets of our clients.

You can report confidentially to:

o   Tim Fagan (375-6205); or Susan Newton (375-1702) or
o   Your manager or department head

                                                                              10
<PAGE>


11. Interpretation and Enforcement

This code of ethics cannot anticipate every situation in which personal
interests may be in conflict with the interests of our clients. You should be
responsive to the spirit and intent of this code of ethics as well as its
specific provisions.

When any doubt exists regarding any code of ethics provision or whether a
conflict of interest with clients might exist, you should discuss the
transaction beforehand with the Legal Department (contacts: Tim Fagan (375-6205)
or Susan Newton (375-1702)). The code of ethics is designed to detect and
prevent fraud against clients and fund investors, and to avoid the appearance of
impropriety. If you feel inequitably burdened by any policy, you should feel
free to contact Susan Newton or the Ethics and Business Practices Committee.
Exceptions may be granted where warranted by applicable facts and circumstances.

To provide assurance that policies are effective, the Compliance Department will
monitor and check personal securities transaction reports and certifications
against fund portfolio transactions. Other internal auditing procedures may be
adopted from time to time. Additional administration and recordkeeping
procedures are described in Appendix E.

The Ethics and Business Practices Committee of John Hancock Funds has general
responsibility for this code of ethics. The Legal Department will refer
violations to the Ethics and Business Practices Committee for review and
appropriate action. The following factors will be considered when the Ethics and
Business Practices Committee determines a fine or other disciplinary action:

o   the  person's  position  and function  (senior  personnel  may be held to a
    higher standard);
o   the amount of the trade;  o whether the funds or accounts hold the security
    and were  trading  the same day; o whether  the  violation  was by a family
    member.
o   whether the person has had a prior violation and which policy was involved.
o   whether the employee self-reported the violation.

You can request reconsideration of any disciplinary action by submitting a
written request to the Ethics and Business Practices Committee.

No less frequently than annually, a written report of all material violations
and sanctions, significant conflicts of interest and other related issues will
be submitted to the boards of directors of the John Hancock funds for their
review. Sanctions for violations could include fines, limitation of personal
trading activity, suspension or termination of the violator's position with John
Hancock Funds and/or a report to the appropriate regulatory authority.

                                                                              11
<PAGE>


Appendix A: Categories of Personnel

You have been notified about which of these categories applies to you, based on
the Compliance Department's understanding of your current role. If you have a
level of investment access beyond that category, or if you are promoted or
change duties and as a result should more appropriately be included in a
different category, it is your responsibility to immediately notify Tim Fagan
(375-6205) or Fred Spring (375-4987).

1)  Investment Access person: You are an Investment Access person if you are an
    employee of John Hancock Advisers, LLC, a John Hancock fund, or John
    Hancock Life Insurance Company or its subsidiaries who, in connection with
    your regular functions or duties, makes or participates in making
    recommendations regarding the purchase or sale of securities by a John
    Hancock fund.

    (examples: portfolio managers, analysts, traders)

2)  Regular Access person: You are a Regular Access person if:

o   You are an officer (vice  president and higher) or director of John Hancock
    Advisers, LLC or a John Hancock fund. (Some directors may be Limited Access
    persons--please see Appendix C for this definition.)

o   You are:
        -an  employee of John  Hancock  Advisers,  LLC, a John Hancock fund or
        John Hancock Life Insurance Co. or its subsidiaries , or
        -a director,  officer (vice  president and higher) or employee of John
        Hancock Funds, LLC
    who:  (i) in  connection  with your  regular  functions  or duties,  makes,
    participates in, or obtains  information  regarding the purchase or sale of
    securities  by a John Hancock fund;  or (ii) your  functions  relate to the
    making of any  recommendation to the fund regarding the purchase or sale of
    securities by a John Hancock fund.

    (examples: Investment Operations personnel, Compliance Department
    personnel, most Fund Financial Management personnel, investment
    administrative personnel, Technology Resources personnel with access to
    investment systems, attorneys and some legal administration personnel)

3)  Non-Access person: You are a non-access person if you are an employee of
    John Hancock Advisers, LLC, John Hancock Funds, LLC or a John Hancock fund
    who does not fit the definitions of any of the other three categories
    (Investment Access Person, Regular Access Person or Limited Access Person).
    To be a non-access person, you must not obtain information regarding the
    purchase or sale of securities by a John Hancock fund in connection with
    your regular functions or duties.

    (examples: wholesalers, inside wholesalers, certain administrative staff)

4)  Limited Access Person: Please see Appendix C for this definition.


<PAGE>


Appendix B: Preclearance Procedures

                                 CODE OF ETHICS
                            PRE-CLEARANCE PROCEDURES


You should read the Code of Ethics to determine whether you must obtain a
preclearance before you enter into a securities transaction. If you are required
to obtain a preclearance, you should follow the procedures detailed below.

1. Pre-clearance for Public Securities including Derivatives, Futures, Options
and Selling Short:

A request to pre-clear should be entered into the John Hancock Personal Trading
& Reporting System.

The John Hancock Personal Trading & Reporting System is located under your Start
Menu on your Desktop. It can be accessed by going to JH Applications/Personal
Trading & Reporting/ Personal Trading & Reporting and by entering your Web
Security Services user id and password.
If JH Applications or the John Hancock Personal Trading & Reporting System is
not on your Desktop, please contact the HELP Desk at (617) 375-4357 for
assistance.

The Trade Request Screen:

At times you may receive a message like "System is currently unavailable". The
system is scheduled to be offline from 8:00 PM until 7:00 AM each night.

Ticker/Security Cusip: Fill in this one of these fields with the proper
information of the security you want to buy or sell. Then click the [Lookup]
button. Select one of the hyperlinks for the desired security, and the system
will populate the proper fields Ticker, Security Cusip, Security Name and
Security Type automatically on the Trade Request Screen.

If You Don't Know the Ticker, Cusip, or Security Name:

If you do not know the full ticker, you may type in the first few letters
followed by an asterisk * and click the [Lookup] button. For example, let's say
you want to buy some shares of Intel, but all you can remember of the ticker is
that it begins with int, so you enter int* for Ticker. If any tickers beginning
with int are found, they are displayed on a new screen. Select the hyperlink of
the one you want, and the system will populate Security Cusip, Security Name and
Security Type automatically on the Trade Request Screen. If you do not know the
full cusip, you may type in the first few numbers followed by an asterisk * and
click the [Lookup] button. For example, let's say you want to buy some shares of
Microsoft, but all you can remember of the cusip is that it begins with 594918,
so you enter 594918* for Ticker. If any cusips beginning with 594918 are found,
they are displayed on a new screen. Select the hyperlink of the one you want,
and the system will fill in Ticker, Security Name and Security Type
automatically on the Trade Request Screen. If you do not know the Ticker but
have an idea of what the Security Name is, you may type in an asterisk, a few
letters of the name and an asterisk * and click the [Lookup] button. For
example, let's say you want to buy some shares of American Brands, so you enter
*amer* for Security Name. Any securities whose names have amer in them are
displayed on a new screen, where you are asked to select the hyperlink of the
one you want, and the system will fill in Ticker, Cusip and Security Type
automatically on the Trade Request Screen.

Other Items on the Trade Request Screen:

Brokerage  Account:  Click on the dropdown  arrow to the right of the  Brokerage
Account field to choose the account to be used for the trade.
Transaction Type: Choose one of the values displayed when you click the dropdown
arrow to the right of this field.
Trade Date: You may only submit trade requests for the current date.

Note:  One or more of these fields may not appear on the Request Entry screen if
the  information  is  not  required.  Required  fields  are  determined  by  the
compliance department.

Click the [Submit Request] button to send the trade request to your compliance
department.

Once you click the [Submit Request] button, you will be asked to confirm the
values you have entered. Review the information and click the [Confirm] button
if all the information is correct. After which, you will receive immediate
feedback in your web browser. (Note: We suggest that you print out this
confirmation and keep it as a record of the trade you have made). After this,
you can either submit another trade request or logout.

                                                                              14
<PAGE>


Attention Investment Access Persons: If the system identifies a potential
violation of the Ban on Short Term Profits Rule, your request will be sent to
the Compliance Department for review and you will receive feedback via the
e-mail system.

Starting Over:

To clear everything on the screen and start over, click the [Clear Screen]
button.

Exiting Without Submitting the Trade Request:

If you decide not to submit the trade request before clicking the [Submit
Request] button, simply exit from the browser by clicking the [X] button on the
upper right or by pressing [Alt+F4], or by clicking the Logout hyperlink on the
lower left side of the screen.

Ticker/Security Name Lookup Screen:

You arrive at this screen from the Trade Request Screen, where you've clicked
the [Lookup] button (see above, "If You Don't Know the Ticker, Cusip, or
Security Name"). If you see the security you want to trade, you simply select
its corresponding hyperlink, and you will automatically return to the Trade
Request Screen, where you finish making your trade request. If the security you
want to trade is not shown, that means that it is not recognized by the system
under the criteria you used to look it up. Keep searching under other names
(click the [Return to Request] button) until you are sure that the security is
not in the system. If you determine that the desired security is not in the
system, please contact a member of the compliance department to add the security
for you. Contacts are listed below:

Fred Spring x54987

Adding Brokerage Accounts:

To access this functionality, click on the Add Brokerage Account hyperlink on
the left frame of your browser screen. You will be prompted to enter the
Brokerage Account Number, Brokerage Account Name, Date Opened, and Broker. When
you click the [Create New Brokerage Account] button, you will receive a message
that informs you whether the account was successfully created.

                                                                              15
<PAGE>


3.  Pre-clearance for Private Placements and Initial Public Offerings:

You may request a preclearance of private placement securities or an Initial
Public Offering by contacting Fred Spring via Microsoft Outlook (please "cc."
Tim Fagan on all such requests). Please keep in mind that the code of ethics
prohibits Investment Access persons from purchasing securities in an initial
public offering.

The request must include:

|_| the associate's name;
|_| the associate's John Hancock Funds' company;
|_| the complete name of the security;
|_| the seller and whether or not the seller is one with whom the associate does
    business on a regular basis; |_| any potential conflict, present or future,
    with fund trading activity and whether the security might be offered as
    inducement to later recommend publicly traded securities for any fund; and
|_| the date of the request.

Clearance of private placements or initial public offerings may be denied if the
transaction could create the appearance of impropriety. Clearance of initial
public offerings will also be denied if the transaction is prohibited for a
person due to his or her access category under the code of ethics.

                                                                              16
<PAGE>


Appendix C: Limited Access Persons

You are a Limited Access person if you are a director of John Hancock Advisers,
LLC or a John Hancock fund and you meet the two following criteria:
    (a) you are not an officer of John Hancock Advisers, LLC or a John Hancock
        fund; and
    (b) you do not obtain information in the ordinary course of
        business regarding the purchase or sale of securities by a John Hancock
        fund.
(examples: certain directors of John Hancock Advisers, LLC or a John Hancock
fund)

The following  policies apply to your category.  These policies are described in
detail in the code of ethics.

o   Fundamental concept
o   Inside information policy and  procedures*
o   Broker letter/Duplicate Confirms*
o   Initial/annual holdings reports*
o   Quarterly transaction reports*
o   Annual recertification*


    *Exception: If you are an independent director of a John Hancock fund:
    o   you are exempt from the broker letter/duplicate confirms requirement
    o   you are exempt from the inside information policy and  procedures
    o   you do not have to file an initial holdings report.
    o   you do not have to file an annual holdings report.
    o   you do not have to file a quarterly transaction report unless you knew
        (or should have known) that during the 15 calendar days before or after
        you trade a security, either:

        (i) a John Hancock fund purchased or sold the same security, or

        (ii) a John Hancock fund or John Hancock Advisers, LLC considered
        purchasing or selling the same security.

        This policy applies to holdings in your personal accounts, those of
        a spouse, "significant other" or family members sharing your
        household, as well as all accounts over which you have discretion
        or give advice or information. If this situation occurs, it is your
        responsibility to contact Tim Fagan, Assistant Investment
        Compliance Officer, at (617) 375-6205 and he will assist you with
        the requirements of the quarterly transaction report.


                                                                              17
<PAGE>


Appendix D:  Subadvisers


A subadviser to a John Hancock fund has a number of responsibilities under this
code of ethics. If John Hancock Advisers, LLC determines that a subadviser has
failed to comply with the provisions of Rule 17j-1, John Hancock Advisers, LLC
may deem the subadviser's directors, officers or employees to be subject to this
code of ethics.

>>  Approval of Code of Ethics

Each subadviser to a John Hancock fund must provide a copy of its code of ethics
to the trustees of the relevant John Hancock funds for approval initially and
within 60 calendar days of any material amendment. The trustees will give their
approval if they determine that the code:

    o  contains provisions reasonably necessary to prevent the subadviser's
       Access Persons (as defined in Rule 17j-1) from engaging in any conduct
       prohibited by Rule 17j-1;
    o  requires the subadviser's Access Persons to make reports to at least
       the extent required in Rule 17j-1(d);
    o  requires the subadviser to institute appropriate procedures for review
       of these reports by management or compliance personnel (as contemplated
       by Rule 17j-1(d)(3));
    o  provides for notification of the subadviser's Access Persons in
       accordance with Rule 17j-1(d)(4); and
    o  requires the subadviser's Access Persons who are Investment Personnel
       to obtain the pre-clearances required by Rule 17j-1(e);

>>  Reports and Certifications

Each subadviser must provide an annual report and certification to John Hancock
Advisers, LLC and the fund's trustees in accordance with Rule 17j-1(c)(2)(ii).
The subadviser must also provide other reports or information that John Hancock
Advisers, LLC may reasonably request.

>>  Recordkeeping Requirements

The subadviser must maintain all records for its Access Persons as required by
Rule 17j-1(f).


                                                                              18
<PAGE>


Appendix E:  Administration and Recordkeeping

>>  Adoption and Approval

The trustees of a John Hancock fund must approve the code of ethics of an
adviser, subadviser or affiliated principal underwriter before initially
retaining its services.

Any material change to a code of ethics of a John Hancock fund, John Hancock
Funds, LLC, John Hancock Advisers, LLC or a subadviser to a fund must be
approved by the trustees of the John Hancock fund, including a majority of
trustees who are not interested persons, no later than six months after adoption
of the material change.


>>  Administration

No less frequently than annually, John Hancock Funds, LLC, John Hancock
Advisers, LLC, each subadviser and each John Hancock fund will furnish to the
trustees of each John Hancock fund a written report that:

    o  describes issues that arose during the previous year under the code of
       ethics or the  related  procedures,  including,  but not  limited  to,
       information about material code or procedure violations, and
    o  certifies that each entity has adopted procedures reasonably necessary
       to prevent its access persons from violating its code of ethics.


>>  Recordkeeping

The Compliance Department will maintain:

    o  a copy of the current code of ethics for John Hancock Funds, LLC, John
       Hancock Advisers,  LLC, and each John Hancock fund, and a copy of each
       code of ethics in effect at any time within the past five years.
    o  a record of any  violation  of the code of  ethics,  and of any action
       taken as a result of the  violation,  for six years.
    o  a copy of each  report  made  by  an Access  person  under the code of
       ethics,  for  six  years  (the first two years in a readily accessible
       place).
    o  a record of all persons,  currently or within the past five years, who
       are or were  required to make reports  under the code of ethics.  This
       record will also  indicate who was  responsible  for  reviewing  these
       reports.
    o  a copy of each code of ethics  report to the  trustees,  for six years
       (the first two years in a readily accessible place). o a record of any
       decision,  and the reasons  supporting  the  decision,  to approve the
       acquisition by an Investment  Access person of initial public offering
       securities or private placement securities, for six years.

                                                                              19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exnnaudit5.txt
<DESCRIPTION>AUDIT COMMITTEE CHARTER
<TEXT>

JOHN HANCOCK FUNDS

AUDIT COMMITTEE CHARTER

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

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

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

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

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

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

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

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

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

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

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

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

5. To pre-approve all audit and non-audit services provided to each fund by
its independent auditor, directly or by establishing pre-approval policies and
procedures pursuant to which such services may be rendered, provided however,
that any such policies and procedures are detailed as to particular services,
the Audit Committee is informed of each service, and any such policies and
procedures do not include the delegation of the Audit Committee's
responsibilities under the Securities Exchange Act of 1934 or applicable rules
or listing requirements.  The Committees should periodically compare the fees
paid for audit services to those paid by peer companies as a means of
assessing whether the scope of audit work is sufficient.

6. To pre-approve all non-audit services provided by a fund's independent
auditor to the fund's investment adviser and any entity controlling,
controlled by, or under common control with the investment adviser that
provides ongoing services to the fund, if the engagement relates directly to
the operations and financial reporting of the fund.  The Committee is
authorized to delegate, to the extent permitted by law, pre-approval
responsibilities to one or more members of the Committee who shall report to
the Committee regarding approved services at the Committee's next regularly
scheduled meeting.  The Committee is also authorized to adopt policies and
procedures which govern the pre-approval of audit, audit-related, tax and
other services provided by the independent accountants to the funds.

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

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

9. With respect to any listed fund, to consider whether it will recommend to
the Board of Trustees that the audited financial statements be included in a
fund's annual report.  The Board delegates to the Audit Committee the
authority to release the funds' financial statements for publication in the
annual and semi-annual report, subject to the Board's right to review and
ratify such financial statements following publication.  With respect to each
fund, to review and discuss with each fund's management and independent
auditor the funds' audited financial statements and the matters about which
Statement on Auditing Standards No. 61 (Codification of Statements on Auditing
Standards, AU 380) requires discussion.  The Audit Committee shall prepare an
annual committee report for inclusion where necessary in the proxy statement
of a fund relating to its annual meeting of security holders or in any other
filing required by the SEC's rules.

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

11. To oversee the adoption and implementation of any codes of ethics required
under applicable law.

12. To obtain and review, at least annually, a report by the independent
auditor describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by governmental
or professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the firm, and any steps taken to
deal with any such issues; and, to access the auditor's independence, all
relationships between the independent auditor and each fund, including the
disclosures required by any applicable Independence Standards Board Standard
No. 1.  The Audit Committee shall engage in an active dialogue with each
independent auditor concerning any disclosed relationships or services that
might impact the objectivity and independence of the auditor.

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

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

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

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

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

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

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

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

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

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

2. Compensation to any advisers employed by the Audit Committee under its
authority to engage independent counsel and other advisers.

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

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

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

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

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


EXHIBIT A

Policy for Raising and Investigating Complaints or Concerns

About Accounting or Auditing Matters

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

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

the confidential, anonymous submission by employees of the John Hancock
Advisers, LLC or its affiliates of concerns regarding questionable accounting
or auditing matters.

A. Policy Objectives

The objective of this policy is to provide a mechanism by which complaints and
concerns regarding accounting, internal accounting controls or auditing
matters may be raised and addressed without the fear or threat of retaliation.
 The funds desire and expects that the employees and officers of John Hancock
Advisers, LLC or any other service provider to the funds will report any
complaints or concerns they may have regarding accounting, internal accounting
controls or auditing matters.

B. Procedures for Raising Complaints and Concerns

Persons with complaints regarding accounting, internal accounting controls or
auditing matters or concerns regarding questionable accounting or auditing
matters may submit such complaints or concerns to the attention of funds'
Secretary by sending a letter or other writing to the funds' principal
executive offices.  Complaints and concerns may be made anonymously to any of
the above individuals.  In addition any complaints or concerns may also be
communicated anonymously, directly to any member of the Audit Committee.

C. Procedures for Investigating and Resolving Complaints and Concerns

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

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

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

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

John Hancock Advisers, LLC and its affiliates shall not penalize or retaliate
against any person or entity for reporting a complaint or concern, unless it
is determined that the complaint or concern was made with knowledge that it
was false.  The funds will not tolerate retaliation against any person or
entity for submitting, or for cooperating in the investigation of, a complaint
or concern.  Moreover, any such retaliation is unlawful and may result in
criminal action.  Any retaliation will warrant disciplinary action against the
offending party, up to and including termination of employment.

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

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


EXHIBIT B-QLCC DUTIES AND RESPONSIBILITIES

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

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

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

(ii) to determine whether an investigation is necessary or appropriate, and,
if it determines an investigation is necessary or appropriate, to:

(A) notify the full board of directors;

(B) initiate an investigation, which may be conducted either by the CLO or by
outside attorneys; and

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

and, at the conclusion of such investigation, to:

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

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

(iii) by majority vote, to take all other appropriate action, including
notifying the U.S. Securities and Exchange Commission in the event that the
Fund fails in any material respect to implement an appropriate response that
the QLCC has recommended.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>exnnadmin6.txt
<DESCRIPTION>ADMINISTRATION COMMITTEE CHARTER
<TEXT>

JOHN HANCOCK FUNDS

ADMINISTRATION COMMITTEE CHARTER

A.  Composition.  The Administration Committee shall be composed of all
Trustees who are both "independent" as defined in the rules of the New York
Stock Exchange and are not "interested persons" as defined in the Investment
Company Act of 1940 of John Hancock Adviser LLC or of the Trust (the
"Independent Trustees").

B.  Overview.  The overall charter of the Administration Committee is:  (i) to
review and comment on complex-wide matters to facilitate uniformity among the
funds; (ii) to select and nominate Independent Trustees to be added to the
Board; (iii) to oversee liaison between management and the Independent
Trustees; (iv) to review the performance of the Independent Trustees as
appropriate; (v) to review matters relating to the Independent Trustees, such
as compensation, retirement arrangements, Committee assignments and the like;
(vi) to consider matters of general corporate governance applicable to the
Independent Trustees, and (vii) when appropriate, to oversee the assignment of
tasks to other Committees.

C.  Nomination of Independent Trustees

1.  Selection of Trustee Nominees.  Except where the funds are legally
required to provide third parties with the ability to nominate trustees, the
Administration Committee shall be responsible for (i) identifying individuals
qualified to become Independent Trustees and (ii) recommending to the Board of
Trustees the persons to be nominated for election as Independent Trustees at
any meeting of stockholders and the persons to be elected by the Board to fill
any vacancies on the Board by the death, resignation or removal of an
Independent Trustee.  Persons to serve as Trustees who are not Independent
Trustees shall be nominated by the Board.

2.  Criteria for Selecting Trustees.  The Administration Committee shall use
the criteria and the principles set forth on Annex A, as revised from time to
time, to guide its trustee selection process.  The Administration Committee
shall periodically review the requisite skills and criteria for Independent
Trustees as well as the composition of the Board as a whole.  The Committee
shall adopt, and periodically review and revise as it deems appropriate,
procedures regarding trustee candidates recommended by shareholders.  The
current policy is attached as Annex A.

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

1.  To consider the allocation of activities among the various Committees and
the full Board, to suggest to the Committees the degree of detail in their
reports to the full Board, and to establish membership and rotation policies
for Committees.

2.  To consider the number of funds under supervision by the Independent
Trustees and the ability of the Independent Trustees to discharge successfully
their fiduciary duties and to pursue self-education in mutual fund matters.

3.  To propose the amount of compensation to be paid by the funds to the
Independent Trustees and to address compensation-related matters, such as
expense reimbursement policies.

4.  To evaluate, from time to time, the time, energy, expertise, knowledge,
judgment and personal skills which Independent Trustees brings to the Board
and to consider retirement policies for the Independent Trustees.

5.  To participate in the development of agendas for Board and Committee
meetings.

6.  To consider, evaluate and make recommendations regarding the type and
amount of fidelity bond, and director and officer and/or errors and omission
insurance coverage, for the funds, the Board and the Independent Trustees, as
applicable.

7.  To consider, evaluate and make recommendations and necessary findings
regarding independent legal counsel and any other advisers, experts or
consultants, that may be engaged from time to time, other than as may be
engaged directly by another Committee.

8.  To evaluate feedback from shareholders as appropriate.  Annex A includes
procedures for shareholders to communicate with the members of the
Administration Committee.

E.  Additional Responsibilities.  The Committee will also perform other tasks
assigned to it from time to time by full Board, and will report findings and
recommendations to the full Board, as appropriate.

F.  Governance.  One member of the Committee shall be appointed as chair.  The
chair shall be responsible for leadership of the Committee, including
scheduling meetings or reviewing and approving the schedule for them,
preparing agendas or reviewing and approving them before meetings, presiding
over meetings, and making reports to the full Board, as appropriate.

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

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


ANNEX A

General Criteria

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

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

3.  Nominees should have a commitment to understand the Fund(s), and the
responsibilities of a Trustee/Director of an investment company and to
regularly attend and participate in meetings of the Board and its committees.

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

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

6.  Nominees shall not be discriminated against on the basis of race,
religion, national origin, sex, sexual orientation, disability or any other
basis proscribed by law.  The value of diversity on the Board should be
considered.

Application of Criteria to Existing

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

Review of Shareholder Nominations

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

As long as an existing Independent Trustee continues, in the opinion of the
Administration Committee, to satisfy the criteria listed above, the Committee
generally would favor the re-nomination of an existing Trustee rather than a
new candidate.  Consequently, while the Administration Committee will consider
nominees recommended by shareholders to serve as trustees, the Administration
Committee may only act upon such recommendations if there is a vacancy on the
Board or the Administration Committee determines that the selection of a new
or additional Independent Trustee is in the best interests of the Fund.  In
the event that a vacancy arises or a change in Board membership is determined
to be advisable, the Administration Committee will, in addition to any
shareholder recommendations, consider candidates identified by other means,
including candidates proposed by members of the Administration Committee.
While it has not done so in the past, the Administration Committee may retain
a consultant to assist the Committee in a search for a qualified candidate

Communications from shareholders

Shareholders may communicate with the members of the Board as a group or
individually.  Any such communication should be sent to the Board or an
individual Trustee c/o the secretary of the Fund at the address on the notice
of this meeting.  The Secretary may determine not to forward any letter to the
members of the Board that does not relate to the business of the Fund.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>exnnproxvot7.txt
<DESCRIPTION>PROXY VOTING POLICIES
<TEXT>

John Hancock Advisers, LLC
Sovereign Asset Management Corporation
Proxy Voting Guidelines

We believe in placing our clients' interests first. Before we invest in a
particular stock or bond, our team of portfolio managers and research analysts
look closely at the company by examining its earnings history, its management
team and its place in the market. Once we invest, we monitor all our clients'
holdings, to ensure that they maintain their potential to produce results for
investors.

As part of our active investment management strategy, we keep a close eye on
each company we invest in. Routinely, companies issue proxies by which they ask
investors like us to vote for or against a change, such as a new management
team, a new business procedure or an acquisition. We base our decisions on how
to vote these proxies with the goal of maximizing the value of our clients'
investments.

Currently, John Hancock Advisers, LLC ("JHA") and Sovereign Asset Management
Corporation ("Sovereign") manage open-end funds, closed-end funds and portfolios
for institutions and high-net-worth investors. Occasionally, we utilize the
expertise of an outside asset manager by means of a subadvisory agreement. In
all cases, JHA or Sovereign makes the final decision as to how to vote our
clients' proxies. There is one exception, however, and that pertains to our
international  accounts. The investment management team for international
investments votes the proxies for the accounts they manage. Unless voting is
specifically retained by the named fiduciary of the client, JHA and Sovereign
will vote proxies for ERISA clients.

In order to ensure a consistent, balanced approach across all our investment
teams, we have established a proxy oversight group comprised of associates from
our investment, operations and legal teams. The group has developed a set of
policies and procedures that detail the standards for how JHA and Sovereign vote
proxies. The guidelines of JHA have been approved and adopted by each fund
client's board of trustees who have voted to delegate proxy voting authority to
their investment adviser, JHA. JHA and Sovereign's other clients have granted us
the authority to vote proxies in our advisory contracts or comparable documents.

JHA and Sovereign have hired a third party proxy voting service which has been
instructed to vote all proxies in accordance with our established guidelines
except as otherwise instructed.

In evaluating proxy issues, our proxy oversight group may consider information
from many sources, including the portfolio manager, management of a company
presenting a proposal, shareholder groups, and independent proxy research
services. Proxies for securities on loan through securities lending programs
will generally not be voted, however a decision may be made to recall a security
for voting purposes if the issue is material.

Below are the guidelines we adhere to when voting proxies. Please keep in mind
that these are purely guidelines. Our actual votes will be driven by the
particular circumstances of each proxy. From time to time votes may ultimately
be cast on a case-by-case basis, taking into consideration relevant facts and
circumstances at the time of the vote. Decisions on these matters (case-by-case,
abstention, recall) will normally be made by a portfolio manager under the
supervision of the chief investment officer and the proxy oversight group. We
may abstain from voting a proxy if we conclude that the effect on our clients'
economic interests or the value of the portfolio holding is indeterminable or
insignificant.

Proxy Voting Guidelines

Board of Directors

We believe good corporate governance evolves from an independent board.

We support the election of uncontested director nominees, but will withhold our
vote for any nominee attending less than 75% of the board and committee meetings
during the previous fiscal year. Contested elections will be considered on a
case by case basis by the proxy oversight group, taking into account the
nominee's qualifications. We will support management's ability to set the size
of the board of directors and to fill vacancies without shareholder approval but
will not support a board that has fewer than 3 directors or allows for the
removal of a director without cause.

We will support declassification of a board and block efforts to adopt a
classified board structure. This structure typically divides the board into
classes with each class serving a staggered term.

In addition, we support proposals for board indemnification and limitation of
director liability, as long as they are consistent with corporate law and
shareholders' interests. We believe that this is necessary to attract qualified
board members.

Selection of Auditors

We believe an independent audit committee can best determine an auditor's
qualifications.

We will vote for management proposals to ratify the board's selection of
auditors, and for proposals to increase the independence of audit committees.

Capitalization

We will vote for a proposal to increase or decrease authorized common or
preferred stock and the issuance of common stock, but will vote against a
proposal to issue or convert preferred or multiple classes of stock if the board
has unlimited rights to set the terms and conditions of the shares, or if the
shares have voting rights inferior or superior to those of other shareholders.

In addition, we will support a management proposal to: create or restore
preemptive rights; approve a stock repurchase program; approve a stock split or
reverse stock split; and, approve the issuance or exercise of stock warrants

Acquisitions, mergers and corporate restructuring

Proposals to merge with or acquire another company will be voted on a
case-by-case basis, as will proposals for recapitalization, restructuring,
leveraged buyout, sale of assets, bankruptcy or liquidation. We will vote
against a reincorporation proposal if it would reduce shareholder rights. We
will vote against a management proposal to ratify or adopt a poison pill or to
establish a supermajority voting provision to approve a merger or other business
combination. We would however support a management proposal to opt out of a
state takeover statutory provision, to spin-off certain operations or divisions
and to establish a fair price provision.

Corporate Structure and Shareholder Rights

In general, we support proposals that foster good corporate governance
procedures and that provide shareholders with voting power equal to their equity
interest in the company.

To preserve shareholder rights, we will vote against a management proposal to
restrict shareholders' right to: call a special meeting and to eliminate a
shareholders' right to act by written consent. In addition, we will not support
a management proposal to adopt a supermajority vote requirement to change
certain by-law or charter provisions or a non-technical amendment to by-laws or
a charter that reduces shareholder rights.

Equity-based compensation

Equity-based compensation is designed to attract, retain and motivate talented
executives and independent directors, but should not be so significant as to
materially dilute shareholders' interests.

We will vote against the adoption or amendment of a stock option plan if the: *
plan dilution is more than 10% of outstanding common stock,
* plan allows for non-qualified options to be priced at less than 85% of the
fair market value on the grant date,
* company allows or has allowed the re-pricing or replacement of underwater
options in the past fiscal year (or the exchange of underwater options).

With respect to the adoption or amendment of employee stock purchase plans or a
stock award plan, we will vote against management if: * the plan allows stock to
be purchased at less than 85% of fair market value; * this plan dilutes
outstanding common equity greater than 10% * all stock purchase plans, including
the proposed plan, exceed 15% of outstanding common equity.

Other Business

For routine business matters which are the subject of many proxy related
questions, we will vote with management proposals to: * change the company name;
* approve other business; * adjourn meetings; * make technical amendments to the
by-laws or charters; * approve financial statements; * approve an employment
agreement or contract.

Shareholder Proposals

Shareholders are permitted per SEC regulations to submit proposals for inclusion
in a company's proxy statement. We will generally vote against shareholder
proposals and in accordance with the recommendation of management except as
follows where we will vote for proposals: * calling for shareholder ratification
of auditors; * calling for auditors to attend annual meetings; * seeking to
increase board independence; * requiring minimum stock ownership by directors; *
seeking to create a nominating committee or to increase the independence of the
nominating committee; * seeking to increase the independence of the audit
committee.

Corporate and social policy issues

We believe that "ordinary business matters" are primarily the responsibility of
management and should be approved solely by the corporation's board of
directors.

Proposals in this category, initiated primarily by shareholders, typically
request that the company disclose or amend certain business practices. We
generally vote against business practice proposals and abstain on social policy
issues, though we may make exceptions in certain instances where we believe a
proposal has substantial economic implications.


John Hancock Advisers, LLC
Sovereign Asset Management Corporation
Proxy Voting Procedures

The role of the proxy voting service
John Hancock Advisers, LLC ("JHA") and Sovereign Asset Management Corporation
("Sovereign") have hired a proxy voting service to assist with the voting of
client proxies. The proxy service coordinates with client custodians to ensure
that proxies are received for securities held in client accounts and acted on in
a timely manner. The proxy service votes all proxies received in accordance with
the proxy voting guidelines established and adopted by JHA and Sovereign. When
it is unclear how to apply a particular proxy voting guideline or when a
particular proposal is not covered by the guidelines, the proxy voting service
will contact the proxy oversight group coordinator for a resolution.

The role of the proxy oversight group and coordinator
The coordinator will interact directly with the proxy voting service to resolve
any issues the proxy voting service brings to the attention of JHA or Sovereign.
When a question arises regarding how a proxy should be voted the coordinator
contacts the firm's investment professionals and the proxy oversight group for a
resolution. In addition the coordinator ensures that the proxy voting service
receives responses in a timely manner. Also, the coordinator is responsible for
identifying whether, when a voting issue arises, there is a potential conflict
of interest situation and then escalating the issue to the firm's Executive
Committee. For securities out on loan as part of a securities lending program,
if a decision is made to vote a proxy, the coordinator will manage the
return/recall of the securities so the proxy can be voted.

The role of mutual fund trustees
The boards of trustees of our mutual fund clients have reviewed and adopted the
proxy voting guidelines of the funds' investment adviser, JHA. The trustees will
periodically review the proxy voting guidelines and suggest changes they deem
advisable.

Conflicts of interest

Conflicts of interest are resolved in the best interest of clients.

With respect to potential conflicts of interest, proxies will be voted in
accordance with JHA's or Sovereign's predetermined policies. If application of
the predetermined policy is unclear or does not address a particular proposal, a
special internal review by the JHA Executive Committee or Sovereign Executive
Committee will determine the vote. After voting, a report will be made to the
client (in the case of an investment company, to the fund's board of trustees),
if requested. An example of a conflict of interest created with respect to a
proxy solicitation is when JHA or Sovereign must vote the proxies of companies
that they provide investment advice to or are currently seeking to provide
investment advice to, such as to pension plans.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
