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 811-21131 John Hancock Preferred Income Fund (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: July 31 Date of reporting period: January 31, 2005 ITEM 1. REPORT TO SHAREHOLDERS. JOHN HANCOCK Preferred Income Fund 1.31.2005 Semiannual 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."] [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 13 For more information page 29 Dear Fellow Shareholders, After advancing for a second straight year in 2004, the stock market pulled back in the first month of 2005. For much of 2004 the market had been in the doldrums as investors fretted about rising oil prices, higher interest rates, the war in Iraq and a closely contested presidential race. But the year ended on a high note with a sharp rally sparked by a definitive end to the U.S. presidential election and moderating oil prices. Investors were brought back down to earth in January, however, as the market declined in three of the four weeks and produced negative results for the month in a broad-based move downward. Rising oil prices and interest rates, and concerns about less robust corporate earnings growth were among the culprits. In the first month of 2005, the Dow Jones Industrial Average fell by 2.46% and the S&P 500 Index lost 2.44%, while the Nasdaq fell by 5.18%. Bonds were essentially flat in January. The way the last 12 months have 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 January 31, 2005. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks to provide a high level of current income, consistent with preservation of capi- tal, by investing in a diversified portfolio of securities that, in the opinion of the Adviser, may be undervalued relative to similar securities in the marketplace. Under normal market conditions, the Fund invests at least 80% of its assets in preferred stocks and other preferred securities. Over the last six months * Despite rising interest rates, preferred stocks posted good gains in response to strong demand, weak supply and hopes that dividend tax cuts would be made permanent. * The Fund benefited from good security selection, but lagged the Lipper peer group average due to its focus on preferred stocks in a period when utility common stocks outperformed. * High-quality, tax-advantaged preferred stocks and convertible securities aided performance. [Bar chart with heading "John Hancock Preferred Income Fund." Under the heading is a note that reads "Fund performance for the six months ended January 31, 2005." The chart is scaled in increments of 5% with 0% at the bottom and 10% at the top. The first bar represents the Fund's 9.77% net asset value and the second bar represents the Fund's 9.05% market value. A note below the chart reads "The total return for the Fund includes all distributions reinvested. The performance data contained within this material represents past performance, which does not guarantee future results."] Top 10 issuers 2.9% DPL Capital Trust II 2.9% Nexen, Inc. 2.6% Shaw Communications, Inc. 2.5% General Motors Corp. 2.5% Interstate Power & Light Co. 2.3% Public Storage, Inc. 1.9% ING Groep N.V. 1.9% FPC Capital I 1.9% Telephone & Data Systems, Inc. 1.9% KeySpan Corp. As a percentage of net assets plus the value of preferred shares on January 31, 2005. 1 BY GREGORY K. PHELPS AND MARK T. MALONEY FOR THE PORTFOLIO MANAGEMENT TEAM MANAGERS' REPORT JOHN HANCOCK Preferred Income Fund Preferred stocks -- which are the primary emphasis of John Hancock Preferred Income Fund -- posted strong gains during the six-month period that ended January 31, 2005. The period began with preferreds rebounding following a spring sell-off that was triggered by robust economic reports that fanned fears of higher inflation and interest rates. Because preferreds make fixed-income payments in the form of dividends, their prices, like bond prices, tend to move in the opposite direction of interest rates. The Federal Reserve Board did raise rates a quarter of a percentage point on four separate occasions during the period, but the bond and preferred markets staged a rebound that lasted until virtually the end of the period. "Preferred stocks...posted strong gains during the six-month period that ended January 31, 2005." That rally in the face of rising interest rates was based on investors' confidence that even though the Fed might continue to raise rates, those rate hikes would be small and measured given the potential for record high oil prices and higher interest rates themselves to dampen economic growth and inflationary pressures. Investors also viewed the re-election of President George Bush as a positive for tax advantaged preferred stocks. The president vowed to make permanent the tax cut provisions he and Congress enacted in 2003, including the provision that reduced the tax rate most individuals pay on many stock dividends. Finally, preferreds benefited from favorable supply and demand conditions. Supply dwindled as companies redeemed their higher-coupon preferred stock as a way of reducing their financing costs, and there wasn't much in the way of new issuance of preferred stocks. Meanwhile, demand for preferred stocks remained strong as investors continued to seek out the relatively high dividends and quality of many preferred stocks. Performance For the six months ended January 31, 2005, John Hancock Preferred Income Fund returned 9.77% at net asset value and 2 9.05% at market value. The difference in the Fund's net asset value (NAV) performance and its market performance stems from the fact 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. By comparison, the average income and preferred stock closed-end fund returned 11.37% at net asset value, according to Lipper, Inc. In the same six-month period, the Dow Jones Utility Average -- which tracks the performance of 15 electric and natural gas utilities -- returned 24.23%, and the broader stock market as measured by the Standard & Poor's 500 Index returned 8.16%. The Fund's underperformance of its Lipper peer group average stems from its smaller stake in utility common stocks, which performed far better than preferred stocks during the period, but are not the focus of the Fund. [Photos of Greg Phelps and Mark Maloney, flush right next to first paragraph.] "...a number of our tax-advantaged preferred holdings were in heavy demand and turned in good gains during the period." Tax-advantaged holdings top performers Given expectations that the 2003 tax reform bill would be made permanent because of the re-election of President Bush and the larger Republican majority in both the House and Senate, a number of our tax-advantaged preferred holdings were in heavy demand and turned in good gains during the period. Two examples were our holdings ABN AMRO and Royal Bank of Scotland. On the flip side, our holdings in the bonds and preferred stock of Ford Motor Co. and General Motors proved disappointing during the period. Despite the rebound in the economy, overall U.S. car and light-truck sales were up less than 1% for the year through the end of November. At the same time, more brands and models are crowding in, causing intense competitive pressures and pressure on car prices. Convertible securities post good gains We also enjoyed good gains from some of our convertible preferred stock and bond holdings, which are securities that can be converted into common stocks or corporate bonds at the option of the holder. One standout was ONEOK, a diversified energy company involved in oil and gas production, natural gas processing, gathering, storage and transmission in the mid-continent areas of the United States. It benefited from a well-executed business strategy and its ability to 3 pass on price increases in the wake of higher commodities prices. Another winner was Public Service Enterprise Group, due to its announced acquisition by Exelon in December. DTE Energy also performed well, partly because of its attractive dividend and partly due to the favorable resolution of a major utility rate case in its home state of Michigan. [Table at top left-hand side of page entitled "Top five industry groups1." The first listing is Electric utilities 27%, the second is Multi-utilities & unregulated power 13%, the third is Gas utilities 9%, the fourth is Diversified banks 9% and the fifth is Other diversified financial services 7%.] Oil and gas producers post strong results Rising energy prices provided the fuel for improved profitability and higher prices for our holdings in oil and natural gas producers during the period. Among the best performers were our preferred stock holdings in Nexen, Inc., an independent global energy and chemicals company primarily engaged in the exploration, development, production and marketing of crude oil and gas. Another was Coastal Finance, a wholly owned subsidiary of El Paso Corp., which benefited from improved financial performance and the improving balance sheet of its parent company. [Pie chart at middle of page with heading "Portfolio diversification1." The chart is divided into five sections (from top to right): Preferred stocks 85%, Capital preferred securities 8%, Common stocks 3%, Short-term investments 2% and Bonds 2%.] A word about dividends Issuers exercising their call provisions to benefit from falling interest rates last year caused the supply of preferred stocks to shrink, and virtually every week other issuers continued to announce additional calls of preferred stocks. From a technical standpoint, calls largely have been beneficial for the preferred stock market because they have reduced available supply. By the same token, however, the Fund has been forced to surrender to calls some of its higher-yielding preferred stock holdings and either reinvest the proceeds in securities that carried lower dividend yields or hold on to cash or equivalents. At the same time, rising short-term interest 4 rates forced the cost of leverage higher. The resulting downward pressure on the Fund's dividend income, coupled with the rising cost of leverage, caused us to declare a new monthly dividend on February 10, 2004. The new dividend amount of $0.155 equates to an annualized yield of 7.24%, based on the Fund's closing market price as of February 9, 2005. [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 ONEOK followed by an up arrow with the phrase "Well-executed business strategy plus price hikes." The second listing is Public Service Enterprise Group followed by an up arrow with the phrase "News that it will be acquired by Exelon boosts price." The third listing is Ford Motor Co. followed by a down arrow with the phrase "Sluggish sales and intense competition erode profitability."] Outlook In our view, the late 2004 decline in oil prices and reports of better economic data suggest that the Fed will continue on a measured path to raise short-term interest rates. Although the rate hikes that were enacted throughout the period haven't yet hurt the prices of preferred stocks, it's possible that potentially higher long-term interest rates could dampen their performance over the near term. Over the longer term, however, there are a couple of factors we believe will continue to work in favor of preferred stocks. Making permanent the recently reduced dividend tax rate and strong demand from an aging American population potentially more intent on shifting assets to high-quality income-producing securities should provide some support for the group even if long-term bond yields rise. " Over the longer term, however, there are a couple of factors we believe will continue to work in favor of preferred stocks." This commentary reflects the views of the portfolio management team through the end of the Fund's period discussed in this report. The team's statements reflect its 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. The Fund normally will invest at least 25% of its managed assets in securities of companies in the utilities industry. Such an investment concentration makes the Fund more susceptible than a more broadly diversified fund to factors adversely affecting the utilities industry. Sector investing is subject to greater risks than the market as a whole. 1 As a percentage of the Fund's portfolio on January 31, 2005. 5 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on January 31, 2005 (unaudited) This schedule is divided into five main categories: bonds, capital preferred securities, common stocks, preferred securities and short-term investments. The bonds, capital preferred securities, common stocks and preferred securities are further broken down by industry group. Short-term investments, which represent the Fund's cash position, are listed last. Interest Maturity Credit Par value Issuer, description rate date rating (A) (000) Value Bonds 2.41% $16,026,614 (Cost $15,523,669) Consumer Finance 0.31% 2,036,140 Capital One Bank, Sr Note 8.250% 06-15-05 BBB $2,000 2,036,140 Electric Utilities 2.10% 13,990,474 Black Hills Corp., Note 6.500 05-15-13 BBB- 5,000 5,182,895 Entergy Gulf States, Inc., 1st Mtg Bond 6.200 07-01-33 BBB 5,000 5,077,015 Midland Funding Corp. II, Lease Oblig Bond, Ser A 11.750 07-23-05 BB- 3,613 3,730,564 Credit Par value Issuer, description, maturity date rating (A) (000) Value Capital preferred securities 10.73% $71,422,674 (Cost $62,695,710) Diversified Banks 1.18% 7,872,000 Lloyds TSB Bank Plc, 6.90%, 11-29-49 (United Kingdom) A+ $7,500 7,872,000 Electric Utilities 4.10% 27,270,383 DPL Capital Trust II, 8.125%, 09-01-31 B 24,000 27,270,383 Gas Utilities 3.37% 22,408,745 KN Capital Trust I, 8.56%, Ser B, 04-15-27 BB+ 11,500 13,163,625 KN Capital Trust III, 7.63%, 04-15-28 BB+ 8,000 9,245,120 Integrated Telecommunication Services 0.98% 6,546,228 TCI Communications Financing Trust III, 9.65%, 03-31-27 BB+ 5,700 6,546,228 Regional Banks 1.10% 7,325,318 Summit Capital Trust I, 8.40%, Ser B, 03-15-27 A- 6,500 7,325,318 See notes to financial statements. 6 FINANCIAL STATEMENTS Issuer Shares Value Common stocks 4.64% $30,856,498 (Cost $28,486,815) Electric Utilities 1.95% 12,953,657 Alliant Energy Corp. 236,100 6,492,750 Progress Energy, Inc. 20,000 885,000 Scottish Power Plc, American Depositary Receipt (United Kingdom) 175,343 5,575,907 Gas Utilities 1.54% 10,279,200 Peoples Energy Corp. 240,000 10,279,200 Multi-Utilities & Unregulated Power 1.15% 7,623,641 Duke Energy Corp. 40,215 1,077,360 TECO Energy, Inc. 408,887 6,546,281 Credit Issuer, description rating (A) Shares Value Preferred securities 120.71% $803,252,612 (Cost $757,384,336) Agricultural Products 1.79% 11,904,750 Ocean Spray Cranberries, Inc., 6.25%, Ser A (S) BB+ 143,000 11,904,750 Asset Management & Custody Banks 0.15% 1,013,600 BNY Capital V, 5.95%, Ser F A- 40,000 1,013,600 Automobile Manufacturers 3.70% 24,624,030 Ford Motor Co., 7.50% BBB- 50,000 1,294,500 General Motors Corp., 7.25%, Ser 04-15-41 BBB- 378,700 9,213,771 General Motors Corp., 7.25%, Ser 07-15-41 BBB- 89,000 2,164,480 General Motors Corp., 7.25%, Ser 02-15-52 BBB- 254,300 6,110,829 General Motors Corp., 7.375%, Ser 05-15-48 Baa2 90,000 2,182,500 General Motors Corp., 7.375%, Ser 10-01-51 BBB- 149,000 3,657,950 Broadcasting & Cable TV 3.75% 24,948,342 Shaw Communications, Inc., 8.45%, Ser A (Canada) Ba3 328,418 8,243,292 Shaw Communications, Inc., 8.50% (Canada) B+ 655,100 16,705,050 Consumer Finance 4.43% 29,481,683 Ford Motor Credit Co., 7.60% A3 315,600 8,177,196 Household Finance Corp., 6.00% A 214,200 5,412,834 Household Finance Corp., 6.875% A 399,800 10,670,662 SLM Corp., 6.00% A 207,100 5,220,991 See notes to financial statements. 7 FINANCIAL STATEMENTS Credit Issuer, description rating (A) Shares Value Diversified Banks 11.35% $75,498,567 BAC Capital Trust IV, 5.875% A 181,150 4,521,504 Bank One Capital Trust V, 8.00% A- 20,500 534,230 Bank One Capital Trust VI, 7.20% A- 55,500 1,461,870 Comerica Capital Trust I, 7.60% BBB+ 171,400 4,547,242 Fleet Capital Trust VII, 7.20% A 322,500 8,510,775 Fleet Capital Trust VIII, 7.20% A 464,750 12,343,760 Royal Bank of Scotland Group Plc, 5.75%, Ser L (United Kingdom) A 550,900 13,574,176 Santander Finance Preferred S.A. Unipersonal, 6.41%, Ser 1 (Spain) BBB+ 225,000 5,816,250 USB Capital III, 7.75% A- 327,100 8,563,478 USB Capital IV, 7.35% A- 165,700 4,369,509 USB Capital V, 7.25% A- 103,599 2,754,697 Wachovia Preferred Funding Corp., 7.25%, Ser A BBB+ 69,000 1,964,430 Wells Fargo Capital Trust IV, 7.00% A 91,100 2,415,972 Wells Fargo Capital Trust VI, 6.95% A- 53,400 1,418,304 Wells Fargo Capital Trust VII, 5.85% A 107,750 2,702,370 Electric Utilities 30.06% 200,057,467 Ameren Corp., 9.75%, Conv BBB+ 480,000 13,948,800 American Electric Power Co., Inc., 9.25%, Conv BBB 200,000 9,690,000 Boston Edison Co., 4.78% BBB+ 15,143 1,395,882 Cinergy Corp., 9.50%, Conv Baa2 230,000 14,329,000 Detroit Edison Co., 7.375% BB+ 210,435 5,349,258 Detroit Edison Co., 7.54% BB+ 74,600 1,902,300 Entergy Gulf States Capital I, 8.75%, Ser A BB 70,400 1,843,072 Entergy Mississippi, Inc., 7.25% A- 346,000 9,307,400 FPC Capital I, 7.10%, Ser A BB+ 708,391 17,978,964 FPL Group Capital Trust I, 5.875% BBB+ 468,300 11,749,647 FPL Group, Inc., 8.00%, Conv A- 120,000 7,356,000 Georgia Power Capital Trust VII, 5.875% BBB+ 233,400 5,774,316 Georgia Power Co., 6.00%, Ser R A 393,197 9,987,204 Great Plains Energy, Inc., 8.00%, Conv BBB- 637,600 16,896,400 HECO Capital Trust III, 6.50% BBB- 375,400 10,135,800 Interstate Power & Light Co., 8.375%, Ser B BBB- 700,000 23,275,000 Monongahela Power Co., $7.73, Ser L B- 45,000 4,455,000 Northern States Power Co., 8.00% BBB- 235,000 6,486,000 Pennsylvania Power Co., 7.75% BB 91,700 9,281,764 Southern Co. Capital Trust VI, 7.125% BBB+ 49,800 1,337,130 TXU Corp., 8.125%, Conv Ba1 79,800 4,795,980 Virginia Power Capital Trust, 7.375% BBB- 476,250 12,782,550 See notes to financial statements. 8 FINANCIAL STATEMENTS Credit Issuer, description rating (A) Shares Value Gas Utilities 7.72% $51,339,834 El Paso Tennessee Pipeline Co., 8.25%, Ser A CCC- 231,500 11,647,344 KeySpan Corp., 8.75%, Conv A 335,000 17,520,500 SEMCO Capital Trust I, 10.25% B- 404,600 10,499,370 Southern Union Co., 5.75%, Conv Baa3 12,000 842,640 Southwest Gas Capital II, 7.70% BB 362,100 9,979,476 TransCanada Pipelines Ltd., 8.25% (Canada) BBB 32,800 850,504 Hotels, Resorts & Cruise Lines 0.33% 2,186,361 Hilton Hotels Corp., 8.00% BBB- 83,100 2,186,361 Integrated Oil & Gas 0.44% 2,912,328 Coastal Finance I, 8.375% CCC- 116,400 2,912,328 Integrated Telecommunication Services 3.34% 22,212,715 Telephone & Data Systems, Inc., 7.60%, Ser A A- 669,687 17,773,493 Verizon New England, Inc., 7.00%, Ser B A2 166,450 4,439,222 Investment Banking & Brokerage 7.52% 50,056,799 Bear Stearns Capital Trust III, 7.80% BBB 40,600 1,069,404 Bear Stearns Cos., Inc. (The), 5.72%, Depositary Shares, Ser F BBB 20,000 1,050,000 Lehman Brothers Holdings, Inc., 5.94%, Depositary Shares, Ser C BBB+ 175,600 8,999,500 Merrill Lynch Preferred Capital Trust III, 7.00% A- 257,300 6,944,527 Merrill Lynch Preferred Capital Trust IV, 7.12% A- 203,552 5,512,188 Merrill Lynch Preferred Capital Trust V, 7.28% A- 328,000 8,987,200 Morgan Stanley Capital Trust II, 7.25% A- 240,200 6,298,044 Morgan Stanley Capital Trust III, 6.25% A- 60,400 1,545,636 Morgan Stanley Capital Trust IV, 6.25% A- 47,000 1,200,850 Morgan Stanley Capital Trust V, 5.75% A1 347,000 8,449,450 Life & Health Insurance 1.63% 10,837,490 PLC Capital Trust IV, 7.25% BBB+ 186,600 4,972,890 PLC Capital Trust V, 6.125% BBB+ 236,000 5,864,600 Multi-Line Insurance 2.71% 18,049,849 ING Groep N.V., 6.20% (Netherlands) A- 64,193 1,640,131 ING Groep N.V., 7.05% (Netherlands) A- 609,800 16,409,718 Multi-Utilities & Unregulated Power 17.64% 117,402,719 Aquila, Inc., 7.875% B2 511,700 12,792,500 Baltimore Gas & Electric Co., 6.99%, Ser 1995 Baa1 40,000 4,203,752 BGE Capital Trust II, 6.20% BBB- 623,825 15,976,158 Consumers Energy Co. Financing I, 8.36% B 42,800 1,079,844 See notes to financial statements. 9 FINANCIAL STATEMENTS Credit Issuer, description rating (A) Shares Value Multi-Utilities & Unregulated Power (continued) Consumers Energy Co. Financing II, 8.20% B 136,200 $3,436,326 Consumers Energy Co. Financing IV, 9.00% Ba2 117,600 3,123,456 Dominion CNG Capital Trust I, 7.80% BBB- 253,476 6,701,905 DTE Energy Co., 8.75%, Conv BBB- 220,000 5,794,800 DTE Energy Trust I, 7.80% BB+ 131,300 3,520,153 Energy East Capital Trust I, 8.25% BBB- 447,200 11,806,080 Enterprise Capital Trust I, 7.44%, Ser A BB+ 392,200 9,930,504 Enterprise Capital Trust III, 7.25%, Ser C BB+ 210,600 5,328,180 ONEOK, Inc., 8.50%, Conv BBB+ 31,000 1,062,990 PSEG Funding Trust II, 8.75% BB+ 233,000 6,519,340 Public Service Electric & Gas Co., 4.18%, Ser B BB+ 7,900 633,975 Public Service Enterprise Group, Inc., Conv BBB- 155,450 10,573,709 Puget Sound Energy Capital Trust II, 8.40% BB 103,900 2,760,623 TECO Capital Trust I, 8.50% B 469,800 12,158,424 Oil & Gas Exploration & Production 4.06% 27,047,323 Nexen, Inc., 7.35% (Canada) BB+ 1,008,100 27,047,323 Other Diversified Financial Services 10.57% 70,335,334 ABN AMRO Capital Funding Trust V, 5.90% A 626,100 15,477,192 ABN AMRO Capital Funding Trust VII, 6.08% A 328,000 8,265,600 Citigroup Capital VII, 7.125% A 98,700 2,614,563 Citigroup Capital VIII, 6.95% A 214,600 5,650,418 Citigroup Capital IX, 6.00% A 217,000 5,498,780 Citigroup Capital X, 6.10% A 100,000 2,577,000 General Electric Capital Corp., 5.875% AAA 151,500 3,878,400 General Electric Capital Corp., 6.10% AAA 51,210 1,343,750 J.P. Morgan Chase Capital IX, 7.50%, Ser I A- 61,000 1,603,080 J.P. Morgan Chase Capital X, 7.00%, Ser J A1 607,100 16,221,712 J.P. Morgan Chase Capital XI, 5.875%, Ser K A- 289,700 7,204,839 Real Estate Investment Trusts 5.86% 39,009,841 Duke Realty Corp., 6.50%, Depositary Shares, Ser K BBB 110,000 2,768,700 Duke Realty Corp., 6.625%, Depositary Shares, Ser J BBB 59,925 1,552,435 Duke Realty Corp., 7.99%, Depositary Shares, Ser B BBB 251,830 13,150,260 Public Storage, Inc., 6.45%, Depositary Shares, Ser X BBB+ 25,000 629,250 Public Storage, Inc., 6.50%, Depositary Shares, Ser W BBB+ 100,000 2,537,000 Public Storage, Inc., 7.50%, Depositary Shares, Ser V BBB+ 497,643 13,292,045 See notes to financial statements. 10 FINANCIAL STATEMENTS Credit Issuer, description rating (A) Shares Value Real Estate Investment Trusts (continued) Public Storage, Inc., 8.00%, Depositary Shares, Ser R BBB+ 157,965 $4,175,015 Public Storage, Inc., 8.60%, Depositary Shares, Ser Q BBB+ 34,600 905,136 Regional Banks 0.51% 3,375,518 National Commerce Capital Trust II, 7.70% A- 80,300 2,148,828 Regions Financing Trust I, 8.00% BBB+ 46,856 1,226,690 Reinsurance 0.57% 3,792,287 RenaissanceRe Holdings Ltd., 6.08%, Ser C (Bermuda) BBB+ 153,100 3,792,287 Thrifts & Mortgage Finance 1.73% 11,538,239 Abbey National Plc, 7.25% (United Kingdom) A- 73,580 1,930,739 Abbey National Plc, 7.375% (United Kingdom) A- 350,000 9,607,500 Wireless Telecommunication Services 0.85% 5,627,536 United States Cellular, 7.50% A- 205,760 5,627,536 Interest Maturity Credit Par value Issuer, description rate date rating (A) (000) Value Short-term investments 2.82% $18,800,000 (Cost $18,800,000) Government U.S. Agency 2.82% 18,800,000 Federal National Mortgage Assn., Disc Note 2.41% 02-01-05 AAA $18,800 18,800,000 Total investments 141.31% $940,358,398 Other assets and liabilities, net 0.77% $5,112,306 Fund preferred shares, at value (42.08%) ($280,035,665) Total net assets 100.00% $665,435,039 (A) Credit ratings are unaudited and are rated by Moody's Investors Service where Standard & Poor's ratings are not available. (S) This security is 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 $11,904,750 or 1.79% of the Fund's net assets as of January 31, 2005. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 11 FINANCIAL STATEMENTS PORTFOLIO CONCENTRATION January 31, 2005 (unaudited) This table shows the percentages of the Fund's investments as aggregated by various industries. Industry distribution Value as a percentage of Fund's total investments ------------------------------------------------------------------------------- Agricultural products 1.27% Asset management & custody banks 0.11 Automobile manufacturers 2.62 Broadcasting & cable TV 2.65 Consumer finance 3.35 Diversified banks 8.87 Electric utilities 27.04 Gas utilities 8.94 Hotels, resorts & cruise lines 0.23 Integrated oil & gas 0.31 Integrated telecommunication services 3.06 Investment banking & brokerage 5.32 Life & health insurance 1.15 Multi-line insurance 1.92 Multi-utilities & unregulated power 13.29 Oil & gas exploration & production 2.87 Other diversified financial services 7.48 Real estate investment trusts 4.15 Regional banks 1.14 Reinsurance 0.40 Thrifts & mortgage finance 1.23 Wireless telecommunication services 0.60 Short-term investments 2.00 Total investments 100.00% See notes to financial statements. 12 FINANCIAL STATEMENTS ASSETS AND LIABILITIES January 31, 2005 (unaudited) 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 $882,890,530) $940,358,398 Cash 44,291 Cash segregated for futures contracts 595,000 Dividends and interest receivable 3,486,671 Unrealized appreciation of swap contracts 2,857,826 Other assets 70,520 Total assets 947,412,706 Liabilities Payable for investments purchased 1,740,050 Payable for futures variation margin 10,941 Payable for swap contracts 3,408 Payable to affiliates Management fees 42,675 Other 20,019 Other payables and accrued expenses 124,909 Total liabilities 1,942,002 Auction Preferred Shares (APS), at value, unlimited number of shares of beneficial interest authorized with no par value, 11,200 shares issued, liquidation preference of $25,000 per share 280,035,665 Net assets Common shares capital paid-in 610,315,444 Accumulated net realized loss on investments, financial futures contracts and swap contracts (3,917,249) Net unrealized appreciation of investments, financial futures contracts and swap contracts 60,126,650 Distributions in excess of net investment income (1,089,806) Net assets applicable to common shares $665,435,039 Net asset value per common share Based on 25,732,207 shares of beneficial interest outstanding -- unlimited number of shares authorized with no par value $25.86 See notes to financial statements. 13 FINANCIAL STATEMENTS OPERATIONS For the period ended January 31, 2005 (unaudited) 1 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 Dividends $28,556,440 Interest 4,226,911 Total investment income 32,783,351 Expenses Investment management fees 3,527,535 APS auction fees 370,285 Accounting and legal services fees 117,585 Custodian fees 75,016 Miscellaneous 68,180 Printing 48,467 Professional fees 25,107 Trustees' fees 22,929 Transfer agent fees 15,585 Registration and filing fees 12,008 Total expenses 4,282,697 Less expense reductions (940,676) Net expenses 3,342,021 Net investment income 29,441,330 Realized and unrealized gain (loss) Net realized loss on Investments (392,269) Financial futures contracts (4,516,706) Swap contracts (208,800) Change in net unrealized appreciation (depreciation) of Investments 37,210,638 Financial futures contracts 1,977,690 Swap contracts (356,310) Net realized and unrealized gain 33,714,243 Distributions to APS (2,682,575) Increase in net assets from operations $60,472,998 1 Semiannual period from 8-1-04 through 1-31-05. See notes to financial statements. 14 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 Period ended ended 7-31-04 1-31-05 1 Increase (decrease) in net assets From operations Net investment income $59,424,887 $29,441,330 Net realized gain (loss) 4,048,361 (5,117,775) Change in net unrealized appreciation (depreciation) (10,678,971) 38,832,018 Distributions to APS (3,385,544) (2,682,575) Increase in net assets resulting from operations 49,408,733 60,472,998 Distributions to common shareholders From net investment income (55,502,223) (27,786,212) From net realized gain (8,472,279) -- (63,974,502) (27,786,212) From Fund share transactions 1,606,114 215,062 Net assets Beginning of period 645,492,846 632,533,191 End of period 2 $632,533,191 $665,435,039 1 Semiannual period from 8-1-04 through 1-31-05. Unaudited. 2 Includes distributions in excess of net investment income of $62,349 and $1,089,806, respectively. See notes to financial statements. 15 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS 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 7-31-03 1 7-31-04 1-31-05 2 Per share operating performance Net asset value, beginning of period $23.88 3 $25.15 $24.59 Net investment income 4 2.02 2.31 1.15 Net realized and unrealized gain (loss) on investments 1.32 (0.25) 1.30 Distributions to APS (0.12) (0.13) (0.10) Total from investment operations 3.22 1.93 2.35 Less distributions to common shareholders From net investment income (1.80) (2.16) (1.08) From net realized gain -- (0.33) -- (1.80) (2.49) (1.08) Capital charges Offering costs related to common shares (0.02) -- -- Offering costs and underwriting discounts related to APS (0.13) -- -- (0.15) -- -- Net asset value, end of period $25.15 $24.59 $25.86 Per share market value, end of period $24.32 $24.14 $25.22 Total return at market value 5,6 (%) 4.78 7,8 9.65 9.05 7 Ratios and supplemental data Net assets applicable to common shares, end of period (in millions) $645 $633 $665 Ratio of expenses to average net assets 9 (%) 1.00 10 1.02 1.02 10 Ratio of adjusted expenses to average net assets 11 (%) 1.28 10 1.31 1.30 10 Ratio of net investment income to average net assets 12 (%) 9.11 10 9.21 8.94 10 Portfolio turnover (%) 20 21 8 Senior securities Total value of APS outstanding (in millions) $280 $280 $280 Involuntary liquidation preference per unit (in thousands) $25 $25 $25 Average market value per unit (in thousands) $25 $25 $25 Asset coverage per unit 13 $83,686 $79,892 $83,305 See notes to financial statements. 16 FINANCIAL HIGHLIGHTS Notes to Financial Highlights 1 Inception period from 8-27-02 through 7-31-03. 2 Semiannual period from 8-1-04 through 1-31-05. Unaudited. 3 Reflects the deduction of a $1.125 per share sales load. 4 Based on the average of the shares outstanding. 5 Assumes dividend reinvestment. 6 Total returns would have been lower had certain expenses not been reduced during the periods shown. 7 Not annualized. 8 Assumes dividend reinvestment and a purchase at the offering price of $25.00 per share on the inception date and a sale at the current market price on the last day of the period. 9 Ratios calculated on the basis of expenses relative to the average net assets of common shares. Without the exclusion of preferred shares, the annualized ratios of expenses would have been 0.72%, 0.71% and 0.71%. 10 Annualized. 11 Ratios calculated on the basis of expenses relative to the average net assets of common shares that do not take into consideration expense reductions during the periods shown. Without the exclusion of preferred shares, the annualized adjusted ratios of expenses would have been 0.92%, 0.91% and 0.91%. 12 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 annualized ratios of net investment income would have been 6.59%, 6.43% and 6.26%. 13 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. 17 NOTES TO STATEMENTS Unaudited Note A Accounting policies John Hancock Preferred Income Fund (the "Fund") is a diversified closed-end 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. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. 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. 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 a financial futures contract, 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 18 possibility that there may be an illiquid market and/or that a change in the value of the contracts may not correlate 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 January 31, 2005, the Fund had deposited $595,000 in a segregated account to cover margin requirements on open financial futures contracts. The Fund had the following financial futures contracts open on January 31, 2005: NUMBER OF APPRECIATION OPEN CONTRACTS CONTRACTS POSITION EXPIRATION (DEPRECIATION) --------------------------------------------------------------------------- U.S. 10-year Treasury Note 350 Short March 05 $5,751 U.S. 10-year Treasury Note 350 Short March 05 (204,795) --------------------------------------------------------------------------- ($199,044) Swap contracts The Fund may enter into swap transactions in order to hedge the value of the Fund's portfolio against interest rate fluctuations or to enhance the Fund's income. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in the two interest rates, applied to the notional principal amount for a specified period. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net receivable or payable under the swap contracts on a periodic basis. The Fund records changes in the value of the swaps as unrealized gains or losses on swap contracts. Accrued interest receivable or payable on the swap contracts is recorded as realized gain (loss). Swap contracts are subject to risks related to the counterparty's ability to perform under the contract, and may decline in value if the counterparty's creditworthiness deteriorates. The risks may arise from unanticipated movement in interest rates. The Fund may also suffer losses if it is unable to terminate outstanding swap contracts or reduce its exposure through offsetting transactions. The Fund had the following interest rate swap contracts open on January 31, 2005: RATE TYPE ------------------------- PAYMENTS NOTIONAL PAYMENTS MADE RECEIVED TERMINATION AMOUNT BY FUND BY FUND DATE APPRECIATION --------------------------------------------------------------------------- $70,000,000 2.56%(a) 3-month LIBOR June 08 $2,857,826 --------------------------------------------------------------------------- (a) Fixed rate 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. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some 19 foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions from net investment income and net realized gains on the ex-dividend date. During the year ended July 31, 2004, the tax character of distributions paid was as follows: ordinary income $66,135,011 and long-term capital gains $1,225,035. Such distributions, 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 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 John Hancock Advisers LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc. Under the investment management contract, the Fund pays a daily management fee to the Adviser at an annual rate of 0.75% of the Fund's average daily net asset value and the value attributable to the Auction Preferred Shares (collectively, "managed assets"). The Adviser has contractually agreed to limit the Fund's management fee to the following: 0.55% of the Fund's average daily managed assets until the fifth anniversary of the commencement of the Fund's operations, 0.60% of such assets in the sixth year, 0.65% of such assets in the seventh year, and 0.70% of average daily managed assets in the eighth year. Accordingly, the expense reductions related to the reduction in management fee amounted to $940,676 for the period ended January 31, 2005. After the eighth year the Adviser will no longer waive a portion of the management fee. 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 $117,585. The Fund also paid the Adviser the amount of $6 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 Compensation 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 investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. 20 Note C Fund share transactions Common shares This listing illustrates the Fund's distributions reinvested, reclassification of the Fund's 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. Year ended 7-31-04 Period ended 1-31-05 1 Shares Amount Shares Amount Beginning of period 25,661,053 $608,692,402 25,723,740 $610,100,382 Distributions reinvested 62,687 1,606,114 8,467 215,062 Reclassification of capital accounts -- (198,134) -- -- Net increase 25,723,740 $610,100,382 25,732,207 $610,315,444 1 Semiannual period from 8-1-04 through 1-31-05. Unaudited. Auction preferred shares The Fund issued a total of 11,200 Auction Preferred Shares (2,240 shares of Series M, 2,240 shares of Series T, 2,240 shares of series W, 2,240 shares of Series TH and 2,240 shares of Series F) (collectively, the "APS") on October 23, 2002, in a public offering. The underwriting discount of $2,800,000 has been charged to capital paid-in of common shares during the period ended July 31, 2003. Offering costs of $617,673 related to common shares and offering costs of $385,442 incurred in connection with the preferred shares were charged to the Fund's capital paid-in during the period ended July 31, 2003. 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 seven days thereafter by an auction (except for Series W, which reset its rate on October 22, 2004, at which time the Fund elected a Special Dividend Payment of 182 days for the subsequent distributions). Dividend rates on APS ranged from 1.30% to 2.67% during the period ended January 31, 2005. 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 period ended January 31, 2005, aggregated $95,656,214 and $68,494,759, respectively. The cost of investments owned on January 31, 2005, including short-term investments, for federal income tax purposes was $882,959,068. 21 Gross unrealized appreciation and depreciation of investments aggregated $61,894,677 and $4,495,347, respectively, resulting in net unrealized appreciation of $57,399,330. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to the amortization of premiums and accretion of discounts on debt securities. 22 Investment objective and policy The Fund's primary objective is to provide a high level of current income, consistent with preservation of capital. The Fund's secondary objective is to provide growth of capital to the extent consistent with its primary objective. The Fund seeks to achieve its objectives by investing in a diversified portfolio of securities that, in the opinion of the Adviser, may be undervalued relative to similar securities in the marketplace. Under normal market conditions, the Fund invests at least: (a) 80% of its assets in preferred stocks and other preferred securities, including convertible preferred securities, (b) 25% of its total assets in the industries comprising the utilities sector and (c) 80% of its total assets in preferred securities or other fixed-income securities, which are rated investment-grade or higher by Moody's or Standard & Poor's at the time of investment. "Assets" are defined as net assets, including the liquidation preference of APS, plus borrowing for investment purposes. By-laws On December 16, 2003, the Trustees approved the following change to the Fund's by-laws. The auction preferred shares section of the Fund's by-laws was changed to update the rating agency requirements in keeping with recent changes to the agencies' basic maintenance reporting requirements for leveraged closed-end funds. By-laws now require an independent accountants' confirmation only once per year, at the Fund's fiscal year end, and changes to the agencies' basic maintenance reporting requirements that include modifications to the eligible assets and their respective discount factors. These revisions bring the Fund's by-laws in line with current rating agency requirements. 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. Dividend reinvestment plan The Fund offers its shareholders a Dividend Reinvestment Plan (the "Plan"), which offers the opportunity to earn compounded yields. Each holder of common shares will automatically have all distributions of dividends and capital gains reinvested by Mellon Investor Services, as Plan Agent for the common shareholders (the "Plan Agent"), unless an election is made to receive cash. Holders of common shares who elect not to participate in the Plan will receive all distributions in cash, paid by check and mailed directly to the shareholder of record (or, if the common shares are held in street or other nominee name, then to the nominee) by the Plan Agent, as dividend-disbursing agent. Shareholders whose shares are held in the name of a broker or a nominee should contact the broker or nominee to determine whether and how they may participate in the Plan. If the Fund declares a dividend payable either in common shares or in cash, non-participants will receive cash and participants in the Plan will receive the equivalent in common shares. If the market price of the common shares on the payment date of the dividend is equal to, or exceeds, their net asset value as determined on the payment date, participants will be issued common shares (out of authorized but unissued shares) at a value equal to the higher of net asset value or 95% of the market price. If the net asset value exceeds the market price of the common shares at such time, or if the Board of Trustees declares a dividend payable only in cash, the Plan Agent will, as agent for Plan participants, buy shares in the open market, on the New York Stock Exchange or elsewhere, for the participants' accounts. Such purchases will be made promptly after the payable date for such dividend and, in any event, 23 prior to the next ex-dividend date after such date, except where necessary to comply with federal securities laws. If, before the Plan Agent has completed its purchases, the market price exceeds the net asset value of the common shares, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the common shares, resulting in the acquisition of fewer shares than if the dividend had been paid in shares issued by the Fund. Each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent's open market purchases in connection with the reinvestment of dividends and distributions. The cost per share of the shares purchased for each participant's account will be the average cost, including brokerage commissions, of any shares purchased on the open market, plus the cost of any shares issued by the Fund. There will be no brokerage charges with respect to common shares issued directly by the Fund. There are no other charges to participants for reinvesting dividends or capital gain distributions. Participants in the Plan may withdraw from the Plan at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent's Web site at www.melloninvestor.com. Such withdrawal will be effective immediately if received not less than 10 days prior to a dividend record date; otherwise, it will be effective for all subsequent dividend record dates. When a participant withdraws from the Plan or upon termination of the Plan, as provided below, certificates for whole common shares credited to his or her account under the Plan will be issued and a cash payment will be made for any fraction of a share credited to such account. The Plan Agent maintains each shareholder's account in the Plan and furnishes monthly written confirmations of all transactions in the accounts, including information needed by the shareholders for personal and tax records. The Plan Agent will hold common shares in the account of each Plan participant in non-certificated form in the name of the participant. Proxy material relating to the shareholders' meetings of the Fund will include those shares purchased, as well as shares held pursuant to the Plan. The reinvestment of dividends and distributions will not relieve participants of any federal income tax that may be payable or required to be withheld on such dividends or distributions. Participants under the Plan will receive tax information annually. The amount of dividend to be reported on the 1099-DIV should be: (1) in the case of shares issued by the Fund, the fair market value of such shares on the dividend payment date and (2) in the case of shares purchased by the Plan Agent in the open market, the amount of cash used by the Plan Agent to purchase shares in the open market, including the amount of cash allocated to brokerage commissions paid on such purchases. Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate the Plan as applied to any dividend or distribution paid subsequent to written notice of the change sent to all shareholders of the Fund at least 90 days before the record date for the dividend or distribution. The Plan may be amended or terminated by the Plan Agent after at least 90 days' written notice to all shareholders of the Fund. 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, NJ 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: 24 Mellon Investor Services If your shares are held with a 85 Challenger Road brokerage firm, you should Overpeck Centre contact that firm, bank or Ridgefield Park, NJ 07660 other nominee for assistance. Telephone 1-800-852-0218 Shareholder meeting On March 7, 2005, the Annual Meeting of the Fund was held to elect four Trustees and to ratify the actions of the Trustees in selecting independent auditors for the Fund. Proxies covering 25,253,004 shares of beneficial interest were voted at the meeting. The common shareholders elected the following Trustees to serve until their respective successors are duly elected and qualified, with the votes tabulated as follows: WITHHELD FOR AUTHORITY --------------------------------------------------------- James F. Carlin 25,032,509 209,465 Richard P. Chapman Jr. 25,022,738 219,236 William H. Cunningham 25,008,464 233,510 James A. Shepherdson 25,032,772 209,202 The preferred shareholders elected Patti McGill Peterson as a Trustee of the Fund until her successor is duly elected and qualified, with the votes tabulated as follows: 11,025 FOR, 0 AGAINST and 5 ABSTAINING. The common and preferred shareholders also ratified the Trustees' selection of Deloitte & Touche LLP as the Fund's independent auditors for the fiscal year ending July 31, 2005, with the votes tabulated as follows: 25,040,976 FOR, 88,122 AGAINST and 123,906 ABSTAINING. 25 26 27 28 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 Trustees Charles L. Ladner, Chairman* James F. Carlin William H. Cunningham Ronald R. Dion Dr. John A. Moore* Patti McGill Peterson* Steven R. Pruchansky James A. Shepherdson Lt. Gen. Norman H. Smith, USMC (Ret.) * Members of the Audit Committee Officers James A. Shepherdson President and Chief Executive Officer Susan S. Newton Senior Vice President and Secretary William H. King Vice President and Treasurer 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 dividend disburser Mellon Investor Services 85 Challenger Road Overpeck Centre Ridgefield Park, NJ 07660 Transfer agent for DARTS 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 Stock symbol Listed New York Stock Exchange: HPI For shareholder assistance refer to page 24 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 quarte r 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. 29 [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 P80SA 1/05 3/05 ITEM 2. CODE OF ETHICS. Not applicable at this time. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable at this time. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable at this time. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. 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. 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) 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) 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 Preferred Income Fund By: ------------------------------ James A. Shepherdson President and Chief Executive Officer Date: March 29, 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: March 29, 2005 By: ------------------------------ William H. King Vice President and Treasurer Date: March 29, 2005