AUCTION PREFERRED SHARES, SERIES F
NO PAR VALUE PER SHARE
$25,000 LIQUIDATION PREFERENCE PER SHARE
Certificate Number: 5
Number of Shares: 2,032
CUSIP No.: 41013X 60 1
JOHN HANCOCK PREFERRED INCOME FUND II
This certifies that Cede & Co. is the owner of the above referenced number of
fully paid and non-assessable Auction Preferred Shares, Series F, no par value
per Share, $25,000 liquidation preference per share, of John Hancock Preferred
Income Fund II, a Massachusetts business trust (the "Fund"), the said shares
being issued, received and held under and subject to the terms and provisions of
the Agreement and Declaration of Trust dated as of September 12, 2002,
establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all
amendments and restatements thereto, copies of which are on file with the
Secretary of the Fund at the offices of the Fund. The said owner by accepting
this certificate agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the owner thereof
in person or by attorney upon surrender of this certificate to the Fund in the
manner provided in the By-Laws properly endorsed for transfer. This certificate
is executed on behalf of the Trustees of the Fund as Trustees and not
individually, and the obligations hereof are not binding upon any of the
Trustees, officers or shareholders of the Fund individually but are binding only
upon the assets and property of the Fund. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Fund and the facsimile signatures of its duly
authorized officers.
Dated:
Executed on behalf of the Fund
/s/ Maureen R. Ford /s/ William H. King
- ------------------------------------- -------------------
President and Chief Executive Officer Treasurer
Countersigned and Registered:
Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar
BY: /s/ Linda Reale
---------------
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Fund or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below may be used.
Abbreviation Equivalent
JT TEN As joint tenants, with rights of survivorship
TEN IN COM As tenants in common
TEN BY ENT As tenants by the entireties and not as tenants in common
UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
ADM Administrator(s)
FDN Foundation
PL Pubic Law
AGMT Agreement
TR (As) trustee(s) for, of
CUST Custodian for
UA Under Agreement
EST Estate, Of estate of
UW Under will of, Of will of
EX Executor(s), Executrix, Under last will & testament
FBO For the benefit of
Additional abbreviations may also be used though not in the above list.
This certificate is issued subject to the provisions restricting transfers of
the Auction Preferred Shares contained in the By-Laws.
TRANSFER FORM
For value received, ____________________ hereby sell, assign and transfer unto:
______________________________ __________________________
(Name) (Social Security Number)
Please print or typewrite Name and Address (including postal ZIP Code of
Assignee)
____________________________________________________________________________
____________________________________________________________________________
________________________ shares represented by this Certificate, and do hereby
irrevocably constitute and appoint _____________________________________
Attorney, to transfer such beneficial interest on the books of the Fund named
therein with full power of substitution in the premises.
Dated __________________, _______
Signature(s)______________________________________
(The signature of this assignment must correspond exactly with the name as
written upon the face of this Certificate in every particular, without
alteration or enlargement or any change whatsoever. If more than one owner, all
must sign. )
- --------------------------------------
(Signature must be guaranteed by a commercial bank or trust company or member
firm of any national stock exchange.)
Important Notice
When you sign your name to the Transfer Form without filling in the name of your
"Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "Assignee" space.
Alternatively, instead of using this Transfer Form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.
AUCTION PREFERRED SHARES, SERIES TH
NO PAR VALUE PER SHARE
$25,000 LIQUIDATION PREFERENCE PER SHARE
Certificate Number: 4
Number of Shares: 2,032
CUSIP No.: 41013X 50 2
JOHN HANCOCK PREFERRED INCOME FUND II
This certifies that Cede & Co. is the owner of the above referenced number of
fully paid and non-assessable Auction Preferred Shares, Series TH, no par value
per Share, $25,000 liquidation preference per share, of John Hancock Preferred
Income Fund II, a Massachusetts business trust (the "Fund"), the said shares
being issued, received and held under and subject to the terms and provisions of
the Agreement and Declaration of Trust dated as of September 12, 2002,
establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all
amendments and restatements thereto, copies of which are on file with the
Secretary of the Fund at the offices of the Fund. The said owner by accepting
this certificate agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the owner thereof
in person or by attorney upon surrender of this certificate to the Fund in the
manner provided in the By-Laws properly endorsed for transfer. This certificate
is executed on behalf of the Trustees of the Fund as Trustees and not
individually, and the obligations hereof are not binding upon any of the
Trustees, officers or shareholders of the Fund individually but are binding only
upon the assets and property of the Fund. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Fund and the facsimile signatures of its duly
authorized officers.
Dated:
Executed on behalf of the Fund
/s/ Maureen R. Ford /s/ William H. King
- --------------------------------------------- -------------------
President and Chief Executive Officer Treasurer
Countersigned and Registered:
Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar
BY: /s/ Linda Reale
---------------
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Fund or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below may be used.
Abbreviation Equivalent
JT TEN As joint tenants, with rights of survivorship
TEN IN COM As tenants in common
TEN BY ENT As tenants by the entireties and not as tenants in common
UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
ADM Administrator(s)
FDN Foundation
PL Pubic Law
AGMT Agreement
TR (As) trustee(s) for, of
CUST Custodian for
UA Under Agreement
EST Estate, Of estate of
UW Under will of, Of will of
EX Executor(s), Executrix, Under last will & testament
FBO For the benefit of
Additional abbreviations may also be used though not in the above list.
This certificate is issued subject to the provisions restricting transfers of
the Auction Preferred Shares contained in the By-Laws.
TRANSFER FORM
For value received, ____________________ hereby sell, assign and transfer unto:
_______________________ _________________________________
(Name) (Social Security Number)
Please print or typewrite Name and Address (including postal ZIP Code of
Assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________ shares represented by this Certificate, and do hereby
irrevocably constitute and appoint _____________________________________
Attorney, to transfer such beneficial interest on the books of the Fund named
therein with full power of substitution in the premises.
Dated __________________, _______
Signature(s)______________________________________
(The signature of this assignment must correspond exactly with the name as
written upon the face of this Certificate in every particular, without
alteration or enlargement or any change whatsoever. If more than one owner, all
must sign. )
- --------------------------------------
(Signature must be guaranteed by a commercial bank or trust company or member
firm of any national stock exchange.)
Important Notice
When you sign your name to the Transfer Form without filling in the name of your
"Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "Assignee" space.
Alternatively, instead of using this Transfer Form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.
AUCTION PREFERRED SHARES, SERIES W
NO PAR VALUE PER SHARE
$25,000 LIQUIDATION PREFERENCE PER SHARE
Certificate Number: 3
Number of Shares: 2,032
CUSIP No.: 41013X 40 3
JOHN HANCOCK PREFERRED INCOME FUND II
This certifies that Cede & Co. is the owner of the above referenced number of
fully paid and non-assessable Auction Preferred Shares, Series W, no par value
per Share, $25,000 liquidation preference per share, of John Hancock Preferred
Income Fund II, a Massachusetts business trust (the "Fund"), the said shares
being issued, received and held under and subject to the terms and provisions of
the Agreement and Declaration of Trust dated as of September 12, 2002,
establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all
amendments and restatements thereto, copies of which are on file with the
Secretary of the Fund at the offices of the Fund. The said owner by accepting
this certificate agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the owner thereof
in person or by attorney upon surrender of this certificate to the Fund in the
manner provided in the By-Laws properly endorsed for transfer. This certificate
is executed on behalf of the Trustees of the Fund as Trustees and not
individually, and the obligations hereof are not binding upon any of the
Trustees, officers or shareholders of the Fund individually but are binding only
upon the assets and property of the Fund. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Fund and the facsimile signatures of its duly
authorized officers.
Dated:
Executed on behalf of the Fund
/s/ Maureen R. Ford /s/ William H. King
- --------------------------------------------- -------------------
President and Chief Executive Officer Treasurer
Countersigned and Registered:
Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar
BY: /s/ Linda Reale
---------------
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Fund or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below may be used.
Abbreviation Equivalent
JT TEN As joint tenants, with rights of survivorship
TEN IN COM As tenants in common
TEN BY ENT As tenants by the entireties and not as tenants in common
UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
ADM Administrator(s)
FDN Foundation
PL Pubic Law
AGMT Agreement
TR (As) trustee(s) for, of
CUST Custodian for
UA Under Agreement
EST Estate, Of estate of
UW Under will of, Of will of
EX Executor(s), Executrix, Under last will & testament
FBO For the benefit of
Additional abbreviations may also be used though not in the above list.
This certificate is issued subject to the provisions restricting transfers of
the Auction Preferred Shares contained in the By-Laws.
TRANSFER FORM
For value received, ____________________ hereby sell, assign and transfer unto:
________________________ ___________________________________
(Name) (Social Security Number)
Please print or typewrite Name and Address (including postal ZIP Code of
Assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________ shares represented by this Certificate, and do hereby
irrevocably constitute and appoint _____________________________________
Attorney, to transfer such beneficial interest on the books of the Fund named
therein with full power of substitution in the premises.
Dated __________________, _______
Signature(s)______________________________________
(The signature of this assignment must correspond exactly with the name as
written upon the face of this Certificate in every particular, without
alteration or enlargement or any change whatsoever. If more than one owner, all
must sign. )
- --------------------------------------
(Signature must be guaranteed by a commercial bank or trust company or member
firm of any national stock exchange.)
Important Notice
When you sign your name to the Transfer Form without filling in the name of your
"Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "Assignee" space.
Alternatively, instead of using this Transfer Form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.
AUCTION PREFERRED SHARES, SERIES T
NO PAR VALUE PER SHARE
$25,000 LIQUIDATION PREFERENCE PER SHARE
Certificate Number: 2
Number of Shares: 2,032
CUSIP No.: 41013X 30 4
JOHN HANCOCK PREFERRED INCOME FUND II
This certifies that Cede & Co. is the owner of the above referenced number of
fully paid and non-assessable Auction Preferred Shares, Series T, no par value
per Share, $25,000 liquidation preference per share, of John Hancock Preferred
Income Fund II, a Massachusetts business trust (the "Fund"), the said shares
being issued, received and held under and subject to the terms and provisions of
the Agreement and Declaration of Trust dated as of September 12, 2002,
establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all
amendments and restatements thereto, copies of which are on file with the
Secretary of the Fund at the offices of the Fund. The said owner by accepting
this certificate agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the owner thereof
in person or by attorney upon surrender of this certificate to the Fund in the
manner provided in the By-Laws properly endorsed for transfer. This certificate
is executed on behalf of the Trustees of the Fund as Trustees and not
individually, and the obligations hereof are not binding upon any of the
Trustees, officers or shareholders of the Fund individually but are binding only
upon the assets and property of the Fund. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Fund and the facsimile signatures of its duly
authorized officers.
Dated:
Executed on behalf of the Fund
/s/ Maureen R. Ford /s/ William H. King
- --------------------------------------------- -------------------
President and Chief Executive Officer Treasurer
Countersigned and Registered:
Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar
BY: /s/ Linda Reale
---------------
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Fund or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below may be used.
Abbreviation Equivalent
JT TEN As joint tenants, with rights of survivorship
TEN IN COM As tenants in common
TEN BY ENT As tenants by the entireties and not as tenants in common
UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
ADM Administrator(s)
FDN Foundation
PL Pubic Law
AGMT Agreement
TR (As) trustee(s) for, of
CUST Custodian for
UA Under Agreement
EST Estate, Of estate of
UW Under will of, Of will of
EX Executor(s), Executrix, Under last will & testament
FBO For the benefit of
Additional abbreviations may also be used though not in the above list.
This certificate is issued subject to the provisions restricting transfers of
the Auction Preferred Shares contained in the By-Laws.
TRANSFER FORM
For value received, ____________________ hereby sell, assign and transfer unto:
__________________________ _____________________________
(Name) (Social Security Number)
Please print or typewrite Name and Address (including postal ZIP Code of
Assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________ shares represented by this Certificate, and do hereby
irrevocably constitute and appoint _____________________________________
Attorney, to transfer such beneficial interest on the books of the Fund named
therein with full power of substitution in the premises.
Dated __________________, _______
Signature(s)______________________________________
(The signature of this assignment must correspond exactly with the name as
written upon the face of this Certificate in every particular, without
alteration or enlargement or any change whatsoever. If more than one owner, all
must sign. )
- --------------------------------------
(Signature must be guaranteed by a commercial bank or trust company or member
firm of any national stock exchange.)
Important Notice
When you sign your name to the Transfer Form without filling in the name of your
"Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "Assignee" space.
Alternatively, instead of using this Transfer Form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.
AUCTION PREFERRED SHARES, SERIES M
NO PAR VALUE PER SHARE
$25,000 LIQUIDATION PREFERENCE PER SHARE
Certificate Number: 1
Number of Shares: 2,032
CUSIP No.: 41013X 20 5
JOHN HANCOCK PREFERRED INCOME FUND II
This certifies that Cede & Co. is the owner of the above referenced number of
fully paid and non-assessable Auction Preferred Shares, Series M, no par value
per Share, $25,000 liquidation preference per share, of John Hancock Preferred
Income Fund II, a Massachusetts business trust (the "Fund"), the said shares
being issued, received and held under and subject to the terms and provisions of
the Agreement and Declaration of Trust dated as of September 12, 2002,
establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all
amendments and restatements thereto, copies of which are on file with the
Secretary of the Fund at the offices of the Fund. The said owner by accepting
this certificate agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the owner thereof
in person or by attorney upon surrender of this certificate to the Fund in the
manner provided in the By-Laws properly endorsed for transfer. This certificate
is executed on behalf of the Trustees of the Fund as Trustees and not
individually, and the obligations hereof are not binding upon any of the
Trustees, officers or shareholders of the Fund individually but are binding only
upon the assets and property of the Fund. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Fund and the facsimile signatures of its duly
authorized officers.
Dated:
Executed on behalf of the Fund
/s/ Maureen R. Ford /s/ William H. King
- --------------------------------------------- -------------------
President and Chief Executive Officer Treasurer
Countersigned and Registered:
Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar
BY: /s/ Linda Reale
---------------
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Fund or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below may be used.
Abbreviation Equivalent
JT TEN As joint tenants, with rights of survivorship
TEN IN COM As tenants in common
TEN BY ENT As tenants by the entireties and not as tenants in common
UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act
ADM Administrator(s)
FDN Foundation
PL Pubic Law
AGMT Agreement
TR (As) trustee(s) for, of
CUST Custodian for
UA Under Agreement
EST Estate, Of estate of
UW Under will of, Of will of
EX Executor(s), Executrix, Under last will & testament
FBO For the benefit of
Additional abbreviations may also be used though not in the above list.
This certificate is issued subject to the provisions restricting transfers of
the Auction Preferred Shares contained in the By-Laws.
TRANSFER FORM
For value received, ____________________ hereby sell, assign and transfer unto:
___________________________ ___________________________________--
(Name) (Social Security Number)
Please print or typewrite Name and Address (including postal ZIP Code of
Assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________ shares represented by this Certificate, and do hereby
irrevocably constitute and appoint _____________________________________
Attorney, to transfer such beneficial interest on the books of the Fund named
therein with full power of substitution in the premises.
Dated __________________, _______
Signature(s)______________________________________
(The signature of this assignment must correspond exactly with the name as
written upon the face of this Certificate in every particular, without
alteration or enlargement or any change whatsoever. If more than one owner, all
must sign. )
- --------------------------------------
(Signature must be guaranteed by a commercial bank or trust company or member
firm of any national stock exchange.)
Important Notice
When you sign your name to the Transfer Form without filling in the name of your
"Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "Assignee" space.
Alternatively, instead of using this Transfer Form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.